The term ‘offshore companies’ is not a legal term, but an expression used by professionals to describe companies that:
They are registered in Cyprus.
The activities of such companies take place abroad.
The shareholders of the companies are non- Cypriots.
The procedure for the formation and registration of an offshore company is the same as the procedure followed for any other company.
The Cyprus Company Legislation is very similar to the past British legislation.
PROCEDURE TO INCORPORATE
The company is incorporated by the submission of the Memorandum and Articles of Association to the Registrar of Companies together with some standard forms containing information about the Directors, secretary and the registered address of the company. The appropriate registration fee is payable.
RESTRICTIONS ON TRADING
The company can not undertake the business of banking, insurance, or the rendering of financial services unless special permission is granted.
POWERS OF THE COMPANY
The powers and objects of the company are contained in the Memorandum of Association and they have to be specific.
LANGUAGE OF CORPORATE DOCUMENTS
English and Greek.
The name of the Company has to be approved by the Registrar of Companies. The Registrar may reject:
Any name, which contains words that the Registrar considers undesirable.
Any name, which is identical or similar to an existing company.
Any name that implies illegal activity.
Any name that implies royal or government patronage.
The following words or their derivatives: asset management, asset manager, assurance, bank, banking, broker, brokerage, capital, credit, currency, dealing, custodian, custody, dealer, deposit, derivative, exchange, fiduciary, finance, financial, fund, future, insurance, lending, loan, lender, option, pension, portfolio, reserves, savings, security, stock, trust or trustees.
LANGUAGE OF NAME
Names may be expressed in any language using the Latin alphabet.
NAMES REQUIRING CONSENT OR LICENCE
The following names or their derivatives: bank, trust, building society, insurance, assurance, reinsurance, their foreign language equivalents or any name that the Registrar considers may have a connection with the above.
SUFFIXES TO DENOTE LIMITED LIABILITY
The word Limited or Ltd.
The minimum number of Directors is one. They may be natural persons or bodies corporate of any nationality. They do not need to reside in Cyprus.
All Cypriot companies have to appoint a company secretary, who may be a natural person or a legal entity. It is advisable for a company to appoint a resident company secretary.
The minimum number is one. The shareholders may appoint nominee shareholders to hold the shares on their behalf.
FINACIAL STATEMENT REQUIREMENTS
Audited financial statements have to be submitted to the Cyprus Taxation Authority.
A company will be liable to Cyprus corporate tax if it is tax resident in Cyprus or has income arising within Cyprus. Tax residence will be determined by the Management and Control test.