The following information outlines the requirements to register a Cyprus Offshore Company, being a non tax resident Cyprus company. A Cyprus Offshore Company does not exercise management and control in Cyprus. Such vehicle can be used as an alternative to an offshore tax haven jurisdiction like Seychelles, BVI, Belize etc. A Cyprus Offshore Company formation will allow you to own an EU regulated company, enjoy all of the benefits of EU treaties, without any tax exposure in Cyprus or requirement to file annual tax returns.
Cyprus Offshore Company or International Business Company (Cyprus IBC)
The term International Business Company came to substitute the term Cyprus Offshore Company, which no longer exists. The following is a summary of some of issues to be considered before setting up a Cyprus Company:
A duly incorporated Cyprus international business company or Cyprus offshore company constitutes a separate legal entity and may take the form of a private Limited Liability Company either limited by shares or by personal guarantee of its members. By far the most typical form chosen is the Limited Liability Company.
Name of the company
A company name must be chosen and approved by the Registrar of Companies. This procedure usually takes 3 working days.
Memorandum and Articles of Association
To register a limited liability company, the Memorandum and Articles of Association (M&AA) must be prepared by a licensed law practitioner and filed at the Office of the Registrar of Companies. The Memorandum specifies the activities in which the company may engage and Articles of Association specifies the rules governing the internal management of the company.
The number of shareholders in a private Limited Liability Company may be from 1 to 50. In the case where there is a sole shareholder the M&AA should include a special provision stating that there is only one shareholder in the company. The names of the registered shareholders, their address and nationality must be submitted to the Registrar of Companies. A beneficial owner of a Cyprus international business company or Cyprus offshore company has the option not to disclose their details should they prefer to designate a nominee shareholder. This can be accomplished by entering into a personal agreement or a deed of trust with our firm.
Minimum Share Capital
A Cyprus limited liability company can have a minimum authorized share capital of EUR 1,000 (any currency is permissible). The minimum issued capital is one share of EUR 1.00, and does not need to be paid up or deposited in the company's account.
Directors of the company and company secretary: The minimum number of directors is one. The full name, nationality, residential address and occupation together with a copy of the passport and recent proof of residence (e.g. utility bill) are required for Know-Your-Client (KYC) purposes. A Cyprus company must have a secretary by law who can be either an individual or corporate person. Our firm can provide you with a full range of domiciliation services.
Every company is required to have a registered office and address in Cyprus which should be disclosed at the Registrar of Companies.
Basic Tax Principles
Following the comprehensive changes in the Cyprus Tax laws in 2013, a Cyprus registered company is taxed at 12,5% on its net profits provided that the company has management and control in Cyprus. For further details of the management and control requirement.
In the case where a Cyprus company does not have management and control in Cyprus then the company is not subject to taxation in Cyprus. However, it should be noted that in such a case the company might not take advantage of Cyprus' double tax treaties network. Such a Cyprus vehicle provides an alternative to forming a company in an offshore tax haven jurisdiction.
Audit and financial returns
A Cyprus international business company must submit accounts with the Tax Authorities and the Registrar of Companies. The submission of the first audited accounts may be made for the first time in up to 18 months from the date of incorporation of the company, thereafter an annual submission is necessary. A Cyprus Offshore Company is not required to submit tax returns, but must however submit annual accounts to the Registrar of Companies. In most cases, such accounts do not require to be audited.