COMPANY NAME
Despite its efforts for automation the Cyprus Companies House is slow in approving company names therefore we select an available company name for you to incorporate the Cyprus Company within 2 working days. You can change the name any time after its creation at your convenience without any additional cost.
We can check whether your preferred company name is available at a fee of Euro 200 + VAT and then proceed with the Online Company formation. Simply contact us at kt@cyprusaccountants.com.cy and we will give you our response within 3 working days.
Changing the Company Name:
Whenever you want the company name to be changed just let us know and we will apply for a different name to the Cyprus Registrar of Companies which usually gets approved within 5 working days.
Your name can't be the same as another registered company's name. Unlike other jurisdictions the Cyprus Registrar of Companies is strict in the name selection therefore your company name must differ significantly from other established names (hence the delay in approving them).
Typically, if a client insists on a specific name which is not available (i.e. it is taken by another company) we add their initials at the beginning or the end of the company name so that it gets approved.
For instance, if the name Global Services Ltd is not available and the client insists in getting this name for their company, we can add their initials, say KT and secure the name KT Global Services Ltd or Global Services KT Ltd for them.
To check availability of your preferred company name, type your preferred name following this link by running a check against the registrar's database. However, if you want more accurate results we can physically check your preferred company name by visiting the Cyprus Registrar of Companies. This service can be performed for you at a fee of Euro 200 + VAT. Simply contact us at kt@cyprusaccountants.com.cy and we will give you our response within 3 working days.
Your Company Name will be publicly available on the online register.
TRADING NAMES | TRADE MARKS
Most business people confuse the Company's Registered Name with the Trading Name or the Trade Mark.
A Company Registered as ABC Toys Ltd can use in its marketing and promotional material the Trademark “Toys for All”, however the latter is not its official name for Tax, VAT and Companies House (Cyprus Registrar of Company) purposes.
Its official name for all legal correspondence will always be ABC Toys Ltd even though the authorities must also be informed about its Trademark or Trade Name (marketing name) for information purposes only.
A Trade Mark may be comprised of names, words, logos, symbols, numbers, designs, images, the shape of goods, colors, sounds and smells, or the combination of a number of these elements that create a sign.
A Trade Mark can be registered locally in Cyprus or internationally (based on desired segment) so that no one else can use it. Therefore, you must ensure that you know for which geographical jurisdiction you have secured your Company's logo or design.
Also it is important to know that the rules of registering Trade Marks change frequently so is the pricing therefore you must check from time to time that your affairs are in good order and compliant with the latest Trade Mark International regulations.
If you have some enquiries about this matter, feel free to contact us at kt@cyprusaccountants.com.cy and we will be more than happy to assist you.
Community Trademarks (CTM)
We undertake the registration of community trademarks through the Office for the Harmonization of the Internal Market.
International Trademarks
The proprietor of a Registered national trademark in Cyprus can apply for its registration to all country members of the Madrid Union since Cyprus is a member of both the Madrid Agreement and the Madrid Protocol.
Patents in Cyprus
We represent proprietors for the registration of national, European or International patents and we take over the validation of granted European patents in Cyprus.
Industrial Designs
Industrial Designs are considered to be objects with aesthetic properties that can be used in Industry.
Exclusive Rights
Only citizens in the Republic of Cyprus or in a Country Member State of the European Union, or with a place of business in Cyprus or in EU are entitled to apply for the registration of an Industrial Design in Cyprus.
Copyrights
Copyright is the statutory right to prevent others from copying or exploiting original work, i.e. artistic and literary work, music recordings, broadcasts, computer software etc., without obtaining first via license the permission from the proprietor of such rights.
COMPANY | REGISTERED ADDRESS
Your Company's Registered Office Address is the address where your business is conducted and this is communicated to your suppliers, clients and local Authorities.
A Company Registered Address may differ from the Company's correspondence address which is the address that all correspondence with the Income Tax Office, Cyprus Registrar of Companies and 3rd Party Legal Communication will be communicated.
The Company Registered Address as well as the Company's Correspondence Address must be a physical address in Cyprus. Cyprus Corporate Law does not require for these addresses to meet any criteria; therefore they can be home addresses or the addresses of the accounting firm managing your Accounting or Legal affairs.
Your company address will be publicly available on the online register.
Company Correspondence Address
A company correspondence address could be different from the Registered Address as long as all governmental bodies (VAT, Income Tax and Cyprus Registrar of Companies) are informed.
This address will be used for all written communications between the company and the local Cyprus Departments primarily the Cyprus VAT, Income Tax and Registrar of Companies offices.
The Company Registered Address as well as the Company's Correspondence Address must be a physical address in Cyprus. Cyprus Corporate Law does not require for these addresses to meet any criteria; therefore they can be home addresses or the addresses of the accounting firm managing your Accounting or Legal affairs.
Your company correspondence address will not be publicly available.
APPOINT DIRECTORS
Your company must have at least one director. Directors are legally responsible for running the company and making sure company accounts and reports are properly prepared.
Requirements:
- Must be 18 or over and not be disqualified from being a director.
- Another company can be a director
- Directors don't have to live in Cyprus
- Cyprus Tax Resident Companies must have majority Cyprus Tax Residents Directors.
- Cannot be the company's auditor
- Cannot be convicted for fraudulent activities or filed for bankruptcy, i.e is insolvent.
The directors are legally responsible for the company.
The anonymity of directors is secured using nominee services.
It is obligatory that a general meeting of directors is held every 15 months.
APPOINT A COMPANY SECRETARY
A Company secretary can be an individual or a company responsible for the maintenance of the company's statutory records and filing requirements. Commonly a director can also be the company secretary especially in small companies with less than 3 shareholders.
Requirements:
- Must be 18 or over and not be disqualified from being a company secretary.
- Another company can be the secretary
- Secretary does not have to live in Cyprus
- Cannot be the company's auditor
- Cannot be convicted for fraudulent activities or filed for bankruptcy, i.e is insolvent.
Even if you have a company secretary, the directors are legally responsible for the company.
The liabilities of a Cyprus Company Secretary are restricted to the appropriate maintenance, update and filing of the company's statutory records namely:
- Ensuring there is a record of members, directors and company secretary
- Ensuring the Cyprus Registrar of Companies is always up to date
- Ensuring that the KYC information of the directors, company secretary and shareholders are up to date and filed in an appropriate manner
- Ensuring that the Company follows the strict requirements of the M&As. This is typically outsourced to the legal department of the firm or to an Independent Lawyer.
SHARES AND SHAREHOLDERS
All Cyprus limited companies are limited by their shares. This means they're owned by shareholders, who have certain rights. For example, directors may need shareholders to vote and agree changes to the company. Similarly, the shareholders may discharge the current directors and appoint others.
Shareholding. How does it work?
A company limited by shares must have at least one shareholder, who can be a director or the investor of the company. If you're the only shareholder, you'll own 100% of the company. The maximum number of shareholders in a limited company is 50.
The price of an individual share can be any value. The standard practice in Cyprus for medium sized companies is to have 1,000 Ordinary Shares at Euro 1 each.
Classes of shares: Registered shares, preference shares, redeemable preference shares and shares with no voting rights are permitted.
Shareholders will need to pay for their shares in full if the company must shut down. You can choose a low share value (for example, Euro 1) to limit the shareholders’ liability to a reasonable amount.
Issuing your initial shares
During registration process, we provide information about the composition of the share capital. This includes:
- Share Capital Information
The number of shares and type the company has and their total value.
- Names & Addresses of Shareholders
MEMORANDUM & ARTICLES OF ASSOCIATION
All Cyprus Companies limited by shares are ruled by their Memorandum & Articles of Association. For the on-line Cyprus company formation application, we use a standardised set of Memorandum & Articles (M&A).
For larger entities, it is strongly advisable that the M&As are tailored made, therefore the on-line application should not be used for large entities (usually >50 staff members).
Contact us directly at kt@cyprusaccountants.com.cy to walk you through the process.
Memorandum of Association
Is a legal statement signed by all initial shareholders agreeing to form the company.
Follow the link to access our standardised set of Memorandum & Articles.
Articles of Association
Written rules about running the company agreed by the shareholders, directors and the company secretary.
Follow the link to access our standardised set of Memorandum & Articles
TAILORED MADE MEMORANDUM & ARTICLES OF ASSOCIATION
Tailored made Memorandum & Articles of Association, typically for larger companies (>50 employees) must be agreed by the directors and shareholders prior to the incorporation process.
Therefore, such companies are cannot be incorporated automatically through our website as professional legal assistance is needed in amending the M&As and then proceeding with the incorporation.
Please contact us at kt@cyprusaccountants.com.cy for assistance on the matter. We can provide you with several of our legal associates who would be more than happy to assist you with the amendments.
Common changes to Memorandum & Articles:
- The specific activities the company can carry out
- Specific conditions for payment of dividends
- Whether allowed to exchange ('redeem') shares for money
- Voting conditions (topics they can vote, number of votes and so on)
- Procedure and conditions of how new directors, company secretary gets appointed
- Procedure and conditions of changes in the shareholders composition (disposal of existing shares, increase of share capital and so on)
- Many more details of how the company should be governed
For small to medium companies (<50 employees) we use standardised information through the on-line application as it is sufficient.
REGISTER YOUR COMPANY NOW!
REGISTER WITH THE INCOME TAX AND SOCIAL INSURANCE PAYROLL TAXES
Following the incorporation of the company the director is responsible for making the necessary steps to register the company with the Income Tax Office, VAT Office and Social Insurance Office so that the company acquires Tax and Social Insurance Numbers.
The Cyprus law requires companies to do this immediately following the incorporation and this is a service we provide for you for Euro 300 + VAT.
You may get a penalty if you register late with accumulated interest, penalties and fines.
How to Register
This exercise is performed by our firm at a fee of Euro 300 + VAT. Alternatively you can assign an accounting firm to do this for you.