The Department of the Registrar of Companies and Official Receiver is the responsible government body for the registration of companies in Cyprus. It is also responsible for keeping the Register of Companies, Partnerships, Business Names, Trade Marks, Patents and Industrial Designs and is also responsible for administering properties of insolvent legal and natural persons. The Department is finalising steps towards simplifying the procedures and updating its computerised system.
Steps of the process:
1. Finding a Cyprus Lawyer or service provider
According to the Cyprus law, only lawyers licensed by the Cyprus Bar Association are allowed to prepare and sign the Memorandum, Articles of Association of the company and the HE1 form, which is available only in Greek.
2. Approval of Company Name
Companies should submit an application of approval of company name to the Registrar of Companies and Official Receiver. This can be undertaken either directly by the applicants themselves, or indirectly through a lawyer or service provider.
It should be noted however, that as a matter of good practice, legal advisors in Cyprus typically maintain a number of “shelf names”, that is to say, company names already approved by the Registrar. These are offered to clients for whom speed is of the essence and are indifferent to the actual name of the company. This means that the applicant can have an approved company name in virtually no time.
3. Collection of required information documentation - preparation and submission of necessary forms to the Registrar
The role of a lawyer or service provider in the preparation of the forms and the opening of a bank account, according to the information collected by the applicant, is necessary.
Documents required from the applicant:
- A brief description of the main objects of the company, unless the standard Memorandum and Articles of Association are to be used.
- The amount of nominal share capital and how it is divided (minimum share capital of €25,629 for public companies).
- Names, addresses, passport details of the proposed directors and secretary of the company.
- The proposed registered address of the company. Certified copies of the passports of the ultimate beneficial owners of the company.
- Bank or other references on the good standing of the ultimate beneficial owners.
- The chain of ownership behind the Cyprus Company up to and including the ultimate beneficial owners.
- Any information according to the requirements of the “KYC”, in compliance with the Anti-Money Laundering Law and the CBA guidelines.
Forms required by the Registrar
- Declaration Form (known as HE1 form)
- Declaration Form concerning the registered office address (known as HE2 form)
- Form containing details on the Company Directors and Secretary (known as HE3 form)
- Original Memorandum and Articles of Association which should be signed by (a) the subscribers to the Memorandum whose signatures must be attested by at least one witness; and (b) the lawyer who has drawn up the sameAll relevant information and required forms can be found in the Registrar of Companies website.
4. Application Processing and Approval by the Registrar of Companies
Once the application package has been submitted to the Registrar and the applicable fees have been paid, a process is set in motion, which in the absence of any problems results in the incorporation of the company, the issue of its certificate of incorporation and of a certified copy of its Memorandum and Articles of Association.
5. Post Registration procedure
All companies must register with the Tax Department in order to obtain a tax identification number and a VAT registration number, as well as with the Social Insurance Services.
Employers are liable to pay contributions to the Funds (Social Insurance, Annual Holidays with Pay, Redundancy, Human Resource Development and Social Cohesion) for each of their employees whose remuneration is not less than €200 per week or less than €700 per month. Employers pay their contributions (including the employees’ share) monthly in arrears, within one month from the end of each contribution month.
The application form for the registration of employers can be submitted either electronically through the Point of Single Contact (PSC) Cyprus portal (www.businessincyprus.gov.cy) or by hand or by mail to a District Social Insurance Office or Citizens Service Centre. The contact details are provided in the relevant documents.
- The application form should be accompanied by the following certificates:
- Copy of identity card or passport or aliens registration certificate of employer
- Copy of the certificate of incorporation, copy of certificate of directors and secretary (in case of a limited company)
- Copy of the certificate of partners, copy of certificate of partnership registration (in case of a partnership)
- Declaration of Employers Registration form for the recruitment of employees.
Types of Investment Funds
The Cyprus legislation allows for the set-up of both Alternative Investment Funds (“AIFs”) and Undertakings for Collective Investment in Transferable Securities (“UCITS”).
Alternative Investment Funds (“AIFs”)
An AIF is a collective investment undertaking raising external capital from a number of investors with a view to investing it in accordance with a defined investment policy for the benefit of those investors, and that has not been authorised as an Undertaking for Collective Investments in Transferable Securities (UCITS).
The enactment of the Alternative Investment Funds law in July 2014 has aligned the Cyprus legal and regulatory framework with the latest EU directives on asset management, transparency and investor protection. Following on-going efforts to modernise its fund framework, Cyprus introduced a new law offering more investment structuring possibilities and upgraded rules for the authorisation, on-going operations, transparency requirements and supervision of Cyprus AIFs and regulation on the role and responsibilities of their directors, custodians and external managers. The new AIF law replaces the International Collective Investment Schemes (ICIS) Law of 1999 and has brought all investment products, asset managers and investment firms under the regulation and supervision of the Cyprus Securities and Exchange Commission (CySEC). AIFs that are established under domestic Cyprus fund legislation can be sold on a private placement basis or marketed to professional investors across the EU under the AIFMD passport.
An AIF can take the following legal forms and may be established with limited or unlimited duration:
- Fixed Capital Company
- Variable Capital Company
- Limited Partnership
- Common Fund
Types of AIFs
1. Alternative Investment Fund with Unlimited Number of Persons
- May be marketed to “retail”, or “well-informed” and/or “professional investors”
- Freely transferable investor shares
- Must appoint a global custodian
- Can be listed on a recognised stock exchange, and AIFs marketed to retail investors can be traded
- Subject to minimum capital requirements of €125,000 or €300,000 if a self-managed fund
- May be subject to certain investment restrictions depending on the investor type and the overall investment policy
2. Alternative Investment Fund with Limited Number of Persons
- May be marketed only to “well-informed” and/or “professional investors”
- Cannot exceed total number of 75 investors / unit holders
- Freely transferable investor shares, with the condition that their transfer does not result in the AIF having more than 75 investors
- In certain cases may not be required to appoint a licensed manager or a custodian
- Assets under management do not exceed the AIFMD thresholds of €100 million (including leverage) or €500 million (5-year lock-up period without leverage)
Professional Investor: An investor considered a professional client, who has the experience and expertise to make his/her own investment decisions and assess the risks involved. To be considered a professional client, the investor must comply with the criteria prescribed in the Markets in Financial Instruments Directive (MiFID) 2004/39/EC.
Well-informed Investor: Not considered a professional investor and (i) must confirm in writing that he/she is a qualified investor aware of the risks involved with an investment in the relevant AIF and (ii) makes an investment of a minimum €125,000 or has been evaluated by a licensed bank/credit institution, an authorised investment firm or an authorised Management Company that he/she has the expertise, experience and knowledge in evaluating the suitability of an investment opportunity.
Retail Investor: An investor who does not meet the requirements listed above.
Key Benefits of the Cyprus AIF
- Cost-efficient and simple to set-up, manage and operate
- Modern regulatory framework fully in line with relevant EU directives and no burdensome reporting requirements
- Significant tax incentives offered by the country’s advantageous tax framework (see below)
- Full transparency through annual audited and half yearly reports to CySEC and investors, which include financial statements, borrowinginformation, portfolio information and Net Asset Value
- Supervised by a competent and accessible regulatory authority
- Reduced reporting requirements
- No restrictions imposed by the Regulator on type of investments
- May be self-managed (subject to the approval of the Regulator)
- May be set-up as umbrella funds with multiple compartments
- May be listed on Cyprus Stock Exchange and other recognised EU stock exchanges, provided number of investors is not limited
- Most income of a Cyprus tax resident Fund is tax free (e.g. most dividend income, capital gains)
- Interest income is taxable, but effective tax can be significantly reduced (taking into account the NID on new equity)
- Tax resident funds are eligible to all benefits under a double tax treaty or the EU Directives
- Services provided by the Investment Manager of the fund are not subject to VAT
- No withholding tax on any type of payments to non-residents
- No subscription tax on net assets of a fund
- No capital gains tax on disposal of shares/units by the holders
- No tax on capital gains from the sale of immovable property located outside Cyprus
- Extensive network of Double Tax Treaties in place with more than 60 countries
- Undertakings for Collective Investment in Transferable Securities (UCITS)
Undertakings for Collective Investment in Transferable Securities (UCITS)
Any organisation whose sole aim is the collective investment in transferable securities or in other liquid financial assets of capital raised from the public and whose operation is based on the principle risk-spreading and whose units are, at the request of holders, repurchased or redeemed, directly or indirectly out of the UCITS’ assets.
The availability of funds in Cyprus has grown steadily since the country’s accession to the European Union (EU) in May 2004, which resulted in the harmonisation with the acquis communitaire and EU Directives regulating funds. The transposition of the UCITS IV Directive (2009/65/EC) in July 2012, through the enactment of the Open-Ended Undertakings for Collective Investment Law of 2012 (UCI Law), was another key milestone for the Cypriot funds industry and interest in Cyprus has been on an upward trajectory ever since. UCITS are internationally regarded as one of the most effective asset management tools available, thanks to their low investment risk and high levels of investor protection.
The Cyprus Securities and Exchange Commission (CySEC) regulates and supervises Cypriot UCITS and Management Companies, and also issues permits for distributing Agents for Foreign UCITS. The Management Company and the Custodian must act – at all times – independently of each other. The business of the Management Company must also be managed by at least two persons, who fulfil the relevant legal requirements. UCITS must also appoint a Custodian responsible for keeping the assets of the fund. CySEC requires that the Custodian must have the necessary mechanisms to protect the property of the fund under its custody and forbid its use for own account or for the benefit of third parties. The Custodian can be either a Cypriot bank or a foreign bank with an active branch in Cyprus.
Key Benefits of Cyprus UCITS
- Full EU passporting rights, Cyprus UCITS can be marketed in all EU member states
- Cost-efficient to set-up and operate
- Low investment risk and internationally regarded as one of the most efficient asset management tools
- Continuous professional management by a team of experienced and reputable financial experts, with the know-how to determine investment opportunities both in Cyprus and in international markets
- Robust legislative framework that protects and promotes investor interests
- Possibility to set up umbrella funds, allowing different sub-funds and share classes
- Investments are fully transparent and easy to monitor through daily publication of Net Asset Value (NAV)
- Upon request, investors are entitled to repurchase or redeem their units from the assets of the UCITS
- Supervised by a competent and accessible regulatory authority
Eligible asset categories for a UCITS:
- Transferable Securities (TSs)
- Money Market Instruments (MMIs)
- Open-ended collective investment schemes
- Deposits with eligible credit institutions
- Financial derivative instruments
Restrictions on UCITS
A UCITS must operate on a principle of risk spreading and as a consequence a UCITS must be properly diversified. There are many individual limits around the areas of asset eligibility and concentration.
UCITS Legal Forms
- Common Fund
- Variable Capital Company Share
- Third-party managed €200,000
- Self-managed €300,000
The Master-Feeder structure allows the creation of a structure investing its portfolio into another UCITS, even if located in another EU country. Streamlining the efficiency of the fragmented European industry of investment funds and the search for economies of scale are the driving rationale for the introduction of this investment rule. In a MasterFeeder structure investor contributions go into a Feeder fund, which invests at least 85% of its assets in the Master Fund and the remaining 15% may be invested in other assets subject to the investment objectives of the Feeder Fund.
Umbrella Funds are established with several investment compartments, commonly called sub-funds, with each one constituting a separate pool of assets. The UCITS fund constitutes a single legal entity and each sub-fund has its own separate Net Asset Value (NAV) calculation and issues units corresponding to its assets. Rights of the unitholders of a specific sub-fund only arise from the assets of that compartment and each compartment is
liable for the obligations arising from its constitution, operation or dissolution. A compartment of an umbrella fund may invest in another compartment (target) of the same umbrella fund subject to certain restrictions, such as diversification strategies, exposure and no circle investment. Each sub-fund may be dissolved or liquidated separately without affecting the operations of the others and are segregated, thus not subject to ‘cross -class liability’.
Foreign UCITSAll foreign UCITS, which qualify under the relevant EU directive, based in another EU member state seeking to market their shares in Cyprus must apply to the Cyprus Securities and Exchange Commission (CySEC) for registration.
The law governing partnerships in Cyprus was enacted as the Partnership Law Cap. 116 and further to an amendment in 1977 it is now titled as the General and Limited Partnership and Business Names Law (the “Law”). The Law provides for general partnerships, limited partnerships and after October 9th 2015 pursuant to the amending law 114 (I)/2015, partnerships limited by shares, introducing for the first time in Cyprus a limited liability partnership with a share capital, widely used in other jurisdictions for investment purposes.
Types of Partnerships
In a General Partnership every partner is liable jointly and severally with all the other partners for an unlimited amount of the debts and obligations of the partnership.
A person who is admitted as a partner into an existing firm does not thereby become liable to its creditors for anything done before he became a partner.
A partner who retires from a firm does not thereby cease to be liable for partnership debts or obligations incurred before his retirement.
In a Limited Partnership at least one of the partners must have unlimited liability for the debts and obligations of the partnership while the remaining partners may have limited liability. Only general partners may participate in the management and operation of the partnership and be authorized to bind the partnership while a limited partner may not. If such limited partner takes part in the management and operation of the LLP or purport to bind the LLP then he is liable for all debts and obligations of the LLP which arise for as long as he takes part in the management, as if he were a general partner.
In a Limited Liability Partnership (“LLP”), the partnership has a share capital, an LLP partner contributes to the share capital and shares are allotted to him depending on the amount contributed. It is comprised of one or more general partners who are liable for all debts and obligations of the partnership and are authorized to manage, operate and bind the LLP and one or more limited liability partners who merely contribute capital towards shares in the partnership. Limited liability partners may not participate in the management and operation of the partnership, and may not be authorized to bind the partnership. Liability of the limited partners is limited up to the amount that remains unpaid, if any, for the shares held by each partner, who enjoys limited liability in the same manner as shareholders enjoy limited liability in a limited company.
Conditions for the Existence of a Partnership
- the partnership must carry out a business
- the minimum number of partners (may be corporate entities or natural persons) is two and the maximum number is 100 (if the partnership is conducting banking activities then the maximum number of partners is 10)
- the partnership must have the purpose of obtaining profit
Partnerships of any type are not legal entities and do not have separate legal personality from the partners who compose it.
A partnership agreement is prepared to regulate the relations between the partners such as the interests of the partners in the partnership property, entitlement to capital and profits, contributions towards losses, participation in the management of the partnership and duration of the partnership etc.
An application is made to the Cyprus Registrar of Companies for approval of the name (before any applications for its registration)
Within a month of its establishment a written statement in a prescribed form is submitted to the Registrar signed by all the partners containing the following information:
i) the name of the partnership
ii) the general nature of its business activities
iii)the names, nationality, usual residence address, any other business activity of every natural person who is a general or limited partner, and if a legal person then its name and registered office or address of the main office (general partners and limited liability partners may be companies)
iv) the duration of the partnership and its commencement date
v) a declaration, if applicable, that the partnership is a limited partnership
vi) the shares and capital which have been granted or which will be granted to every limited partner and /or the amount that will be contributed or the amount which has been contributed by every limited partner, reference to the amount which has been contributed in cash or any other manner and the manner by which it was contributed
vii) the names of the general partners who are authorized to deal with the affairs of the partnership, to direct and to sign on behalf of the partnership
viii) payment of registration fee
The Registrar if satisfied as to the information provided issues a certificate of registration.
If there are any changes in any of the information submitted, within 7 days of the date of the change, a statement must be sent to the Registrar in a prescribed form which is signed by the partnership, either by a natural or legal person, which outlines the change.
If the partnership ceases to conduct business activities, within one month after the cessation a declaration in the prescribed form shall be submitted to the Registrar.
Partnerships are considered as look through vehicles and are not subject to taxation.
Partnerships must keep books of accounts and for this purpose partners (except for LLP partners) must keep proper accounts in a manner necessary to present or explain their transactions and the financial statements in trade, activities or profession including statements which contain day to day entries with sufficient details.
If a sole general partner or all general partners of a partnership are entities listed in article 64A of the Law, which includes limited liability companies established in accordance with the Cyprus Companies Act Cap. 113 and partnerships which are established in accordance with the Law among others, annual reports and financial statements must be prepared in accordance with articles 118-122 and articles 141-169 of the Cyprus Companies Act Cap. 113 at the end of the financial year and must comply with the requirements specified therein.
The main legal framework governing trusts in Cyprus is a combination of English Law i.e. the Principles of Equity and Statute Law i.e. The Trustees Law of Cyprus (Cap 193), which, is modelled on the English Trustee Act of 1925 and the International Trusts Law of Cyprus (Law 69(I) of 1992 as amended by Law 20(I)/2012).
A trust arrangement entails an obligation on the holder of property (the “trustee”) to manage the “trust property”, vested in him/her by its previous owner (the “settlor”) for the benefit of the “beneficiary”.
Types of Cyprus International Trusts
- Express private trusts
- Charitable Trusts
- Fixed Trusts
- Discretionary Trusts
In order to create a valid trust, the 3 certainties requirement needs to be satisfied:
- Certainty of Intention: demonstrate evidence of the Settlor’s express intention to create the trust
- Certainty of Subject Matter: demonstrate that the assets which will form the trust property are readily identifiable and tangible
- Certainty of Objects: the identity of all beneficiaries must be ascertained or ascertainable at the time of setting up the trust.
Main elements of the Cyprus International Trusts’ Law:
- The Settlor and the Beneficiaries must not be tax residents in Cyprus during the year preceeding the year of creating a CIT
- A CIT may be challenged only on defraud of creditor grounds with a 2-year limitation period
- Succession, heirship or other laws applicable in foreign jurisdictions or court judgments or orders or arbitral awards or decisions by foreign
- Competent Authorities do not affect the validity of a CIT or the transfer of property to the Trustee of a CIT
- The Settlor has the right to reserve many powers including, the powers to revoke or amend the trust, to instruct the Trustee, to appoint and remove trustees, the protector or the enforcer, to change the law regulating the CIT or the place of its administration etc.
- A CIT may last for an indefinite period
- The income of a CIT may be accumulated without limitations
- The law regulating a CIT may be changed to another foreign law
- The trustees of a CIT are bound by confidentiality and cannot disclose information or documents unless ordered by a Cyprus Court or required by law
- In the case of a CIT which is expressly governed by Cyprus Law, the provisions of the International Trusts Laws of Cyprus apply without reference to other applicable rules of conflict and as a matter of public order
Taxation of a Cyprus International Trust
Generally, Cyprus International Trusts are transparent for tax purposes. The trustee is not assessed on the income/ gains of the trust and is responsible for discharging the tax liabilities of the beneficiaries on their behalf.
In determining the basis of taxation of a beneficiary in Cyprus, it is important to consider whether or not the beneficiary is tax resident in Cyprus. In the case of a Cypriot tax resident beneficiary, income and gains of the trust earned from sources within and outside Cyprus are subject to tax in Cyprus in accordance with the provisions of the Cypriot tax legislation. Further details on the taxation of Cyprus tax residents in accordance with the legislation can be found here. Beneficiaries who are not tax resident in Cyprus are subject to tax only on income and profits sourced in Cyprus.
International Cyprus Trusts are liable to taxes such as VAT and stamp duty on their activities in Cyprus.
Capital gains tax applies only regarding gains from the disposal of real estate situated in Cyprus or shares of a company holding property situated in Cyprus.
No estate duty is payable by a Cyprus International Trust that was formed for the purposes of estate duty planning.
Trusts fall within the scope of double taxation treaties in the case where the other contracting state recognises trust structures and principles of equity and the trust itself meets the eligibility criteria set out in the treaty in question.