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Company Registration Cyprus

If you are in the process starting your own business and have little to no experience on setting a business, we highly recommend reading this article which may identify some legal issues to consider in order to save time and avoid problems down the line.

Company Registration Cyprus: ISSUE 1 – BRANDING

Branding is the key to any successful business, finding the right name to distinguish yourself from the market is difficult and requires some due diligence.

Once you have an idea of the name you wish to use, it is important to check that no other identical or similar names exist in the market. We recommend doing a preliminary Google search of the name, checking the well-known social media platforms and going even further to check the Registrar of Companies (hereinafter referred to as “ROC”).

The first step required in incorporating a company in Cyprus is to obtain an approval by the ROC for the proposed company name. It is our recommendation to have at least 2 alternative names, as a name may not be approved for one of the below reasons. The name approval may be submitted electronically and requires approximately 5-7 working days to be evaluated.

 

A company name may not be approved for one of the below reasons:

  • Resembles to any organizations registered in Cyprus and Overseas.
  • Resembles to any registered trademarks in Cyprus and Overseas.
  • Is considered misleading as to its size, type and status.
  • When it indicates a relationship with the Republic of Cyprus, the President, the Minister, the Ministry, the Government Department, the Local Authority unless it corresponds to reality.
  • When the name only includes a general description of the activity or quality or location provided.
  • Registered under a name that in the opinion of the Council of Ministers is undesirable.
  • includes any of the following words “National”, “International”, “Democracy”, “European Union”, “Europe”, “Euro”, “bank” or “casino” except in special cases.
  • Includes the word “cooperative”, “municipal”, “privileged”, or “recognized”.
  • Should not include the name and/or surname of a person other than the director, shareholder or owner unless there are reasons for their acceptance.

 

Tips: Individuals are allowed to incorporate a company under their own name, unless a name already exists in the records of the ROC. In such a case we propose including your initials and/or a middle name or incorporating a relative’s name to surpass the misleading criteria.

 

Moreover, where a client has a name in mind which is not acceptable by the ROC, we suggest including a word (noun) in the begging or in between or at the end of the name, to distinguish it from the other companies. Another option to consider, is incorporating your initials in the name.

 

Company Registration Cyprus: ISSUE 2 – STRUCTURE

For Business setups with a sole Director and Shareholder, we usually use our standard Memorandum & Articles of Association that allow the individual general freedom on the company, however such freedoms must be addressed and often restricted when setting up a business venture with multiple shareholders and directors.

Often new partnerships fall out even before commercializing their business as a result of failing to deal with fundamental management issues of the company. Focused to the end goal of bringing their ideas into fruition, partners fail to agree fundamental issues and procedures such as voting rights, deadlock clauses, falling out clauses, end goals, targets to be achieved, which often result in costly and lengthy court battles.

 

Tip: In order to avoid such issues, we recommend drafting a tailored Memorandum & Articles of Association for your business as well as a shareholder’s agreement which will address all aspects of the business, even those not covered in the Articles of Association.

 

Company Registration Cyprus:  ISSUE 3 – SUBSTANCE REQUIREMENTS

Substance requirements are an issue that we address with our overseas clients as they are usually not based in the Republic of Cyprus. Clients that wish to take advantage of the benefits afforded to companies incorporated in Cyprus need to comply with the below requirements:

  • Management and decision making must be made in Cyprus;
  • Have a local employee on payroll;
  • Having an office in Cyprus;
  • Having a local telephone line.

We offer substance solutions for you and your company where we can provide an all in one package saving you the trouble of arranging for all the above.

 

Company Registration Cyprus: ISSUE 4 – TRUSTEES AND NOMINEE SERVICES

A nominee is an individual appointed by the owner of the company (Ultimate Beneficial Owner – UBO) as a director and/or secretary and/or shareholder where he holds the position for and on behalf of the UBO.

Where a client wishes to remain anonymous, it is suggested to appoint a nominee to act in the specific position in accordance with the UBO’s instructions. Such a nominee may be a legal entity or a natural person.

 

Tip: It is required by the law to disclose such nominee relationships to financial institutions for due diligence and AML (Anti Money Laundering) purposes nonetheless the general public will have no knowledge of the UBO’s relationship with the company.

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Limited Company Set-up Service

This service is available across Cyprus

Location

1Who is this Service for?

Depending on the type and size of the business that you are planning to set-up, a limited company can often be the appropriate choice – for the same reasons as are the case in your home country – flexibility and limited liability.

Note that the bureaucracy associated with incorporating a company and ensuring tax and reporting compliance tend to be rather more complex than in the UK and other Anglo-Saxon jurisdictions.

2What does this service consist of?

  • Ensure legal interests are protected, especially when creating a company with several partners.
  • Drawing-up a notarial contract according to your guidelines, properly prepared and tailored to your objectives.
  • Ensuring that your Articles of Association contain all necessary elements.
  • Make sure that the application is made in accordance with the requirements of the Commercial Companies Code. With the power of attorney you will have granted to us, on your behalf we will register your company at all Government institutions and offices required by law.
  • Applying for company tax and identification numbers.
  • Obtaining all necessary documents, permits and approvals.
  • Dealing with bank formalities connected with setting up of the company bank account.
  • Once completed the registration process, we will draw up all other corporate documents required by the Commercial Companies Code.
Support services

3Free Support Services Included

When combined with the free and innovative Advocate Abroad support services you can be sure that you are obtaining completely transparent legal services from registered and regulated English-speaking lawyers abroad.These support services include:

  • Verification of the regulatory status of your professional.
  • Fees as recommended by the Local Professional Body
  • Fees specified in advance and legally guaranteed.
  • Service levels agreed in advance and guaranteed.
  • All professionals must hold professional indemnity insurance.
  • Professionals' proficiency in English monitored.
  • Continuous quality controls and reviews.

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