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Cyprus
| Type of Company Available
The Companies Law is almost identical to the United Kingdom’s Companies Act 1948 and provides for private and public companies. Private companies are prohibited by its articles from inviting public subscription and may not have more than 50 members. Private companies may be limited by shares or by guarantee but may not issue bearer shares. To establish a Cyprus Offshore Company Exchange Control permission is required and non-residents require permission to subscribe to shares in the company. An Offshore Company can be incorporated using any name that is not considered undesirable by the Registrar but may not include such words as Bank or Insurance without the appropriate License and may not include such words as globe, National, Imperial, Commonwealth, Co-operative or Worldwide. All company names must be suffixed with the word Limited indicating Limited Liability. The Memorandum follows the English Pttern and must state the objects of the company, the name of the company, the Number of shares and value of each of them, the way in which the shares are to be paid up and that the liability of each of the shareholders is limited. The articles of association Govern the internal Affairs of the Company. It is also necessary to supply the names of the Director and Secretary and the address of the registered office. Every company must maintain a registered office address in Cyprus, the address of which determined by filing a return with Registrar of Companies at the time of registration. An Offshore Cyprus company must have at least one Director who Must be a natural person and may be local or foreign. Every company must have a company secretary who is appointed by the Directors and the company secretary may be a natural person or a company but they must resident in Cyprus. The information relating to the appointed directors and company secretary has to be lodged at the registry and this information is available to the general public. There are, however, no minimum share capital requirements, either authorized or issued. The share capital must be expressed in Cyprus pounds and in the case of non-residents must be provided from Expressed in Cyprus pounds and in the case of non-residents must be provided from external sources. It can be divided into any desired denomination. Unless circumstances dictate otherwise, an authorized share capital of CL 10,000 is recommend with a minimum of CL 1,000 issued and paid up. Shares are generally issued with a par value of one Cyprus pound, although there is no legal minimum par value. Shares must be in registered form as bearer shares are not permitted. Should anonymity be required, nominees may hold the shares in trust for the beneficial owner. There must be a minimum of two share holders and not more than 50 in the case of a private limited company. Because of the exchange controls, ready made companies are not available although the formation procedures of a company can normally be completed within a period of one month. The company must maintain a share register and this information has to be submitted to the Registry with details of the Directors and company secretary upon filing of and annual return. General meeting of the members including the Annual General Meeting need not be held in Cyprus. Board Meeting may be convened by any director or by the Company Secretary and also need not be held in Cyprus. Company Availability Subject to name approval a Cyprus company can be incorporated within one month. Ready made companies are not available. Special Features Cyprus has very strict regulations regarding secrecy and the disclosure of information. The Central Bank of Cyprus requires the identity of the beneficial owners of the shares in an Offshore Company to be disclosed to them. However, Under the Central Bank of Cyprus Law, which regulated the functions and running of the Bank, each Director, Officer or employee of the Bank is bound to secrecy and is criminally liable for disclose information to an unauthorized person. The Bank employees are also required upon appointment to give an oath of secrecy and as a result of this, complete secrecy is maintained and information cannot be disclosed to any third party. Summary The attractions of Cyprus as an Offshore Financial Center can be summarized as:
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