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Cyprus Company Formation

Cyprus Private Non-Resident Limited Liability Company (LLC)

Sovereign-LION-logo-Shiny-Button-S    Read about the overall benefits of setting up an Offshore LLC Company

Overview of a Cyprus Non-Resident Company (Private LLC)

Cyprus offers numerous opportunities for international investors looking to form an offshore company in the European Union. Whether for investment, as a holding company or for trading purposes, Cyprus has over fifteen different company formation vehicles in a jurisdiction that has a long history of international finance.

The most popular company offered is the Cyprus Limited Liability Company (LLC). The Private Non-Resident LLC is appropriate for those residing outside of Cyprus and who would like a private company, rather than one that is publically traded. A Cyprus LLC can be given either a residential or a non-residential status, though a non-residential LLC has the benefit of not having to pay local corporate taxes.

About Cyprus IBC’s (Cyprus International Business Companies)

Since Cyprus’ induction into the European Union, it has had to change the name of its traditional offshore International Business Company (IBC) formation vehicle. However, a private non-resident LLC is much like the former offshore company, in that, it is a limited company, its shares are held outside the country by non-residents, its primary business activities are conducted outside the country, and it benefits from avoiding to pay local taxes.

Cyprus continues to provide offshore company formation opportunities, but now the industry exists without the negative associations of being an offshore tax haven. Since its entry into the EU, all Cyprus companies now get the added benefit of having access to the European Union’s numerous economic, trade and legislative agreements, all in a legitimate and traditional financial centre.

Key Corporate Features of a Cyprus Company Formation (LLC)

Cyprus LLC Corporate Details
General  
Type of Entity Private Non-Resident LLC
Type of Law Mixed legal system (Common and Civil law)
Governed by Companies Law CAP 113
Registered Office in Cyprus
Yes
Shelf company availability Yes
Our time to establish a new company 5-10 Business days
Minimum government fees (excluding taxation) €400
Corporate Taxation No (residence-based tax 12.5%)
Access to Double Taxation Treaties No (residence-based access)*
Share capital or equivalent  
Standard currency Euro €
Permitted currencies EUR, USD, GBP, CYP
Minimum paid up No minimum
Usual authorized €1,000
Bearer shares allowed No
No-par-value shares allowed No
Directors  
Minimum number One
Local required No
Publicly accessible records Yes
Location of meetings Anywhere
Corporate directorship allowed Yes
Shareholders  
Minimum number Two
Publicly accessible records No
Corporate shareholders allowed Yes
Location of meetings Anywhere
Company Secretary  
Required Yes
Local or qualified No
Accounts  
Requirements to prepare Yes
Audit requirements Yes
Requirements to file accounts Yes
Publicly accessible accounts Yes
Recurring Government Costs  
Minimum Annual Tax / License Fee  €350
Annual Return Filing Fee €60
Other  
Requirement to file annual return Yes
Migration of domicile permitted Yes
*Cyprus is a signatory of over 40 double taxation treaties; non-residents cannot take advantage of the treaties, as they are limited only to resident companies

Advantages & Top Uses of a Cyprus LLC

Advantages

  • Cyprus is a member of the EU
  • Cyprus has access to a number of EU conventions and agreements
  • Taxation is 0% for all non-resident companies
  • Single member ownership is permissible
  • Geographical proximity to Europe
  • Nominee services are available
  • Companies Act modelled after the UK
  • Perfect international vehicle for trading or as a Cyprus holding company
  • New migration of domicile laws
  • Any nationality and resident of any country (except Cyprus) can form a non-resident LLC
  • Uncomplicated formation requirements
  • Located in the temperate Mediterranean
  • English is widely spoken

Top Uses

  • Trading Company
  • Holding Company
  • International Investment Company
  • Tax planning vehicle
  • Consultancy
  • Professional Services
  • Copyright and property holding

Requirements for Cyprus Company Incorporation & Registration (LLC)

The requirements to form a Cyprus LLC are as follows:

  • Valid passport
  • Personal contact details
  • Bank reference letter
  • Proof of residential address

(Details are needed of every beneficial owner/Director of the Company)

Once the Registrar approves the company name, the company files the appropriate forms together with the company’s Memorandum and Articles of Association to the Cyprus Registrar of Companies

Cyprus Tax Rates for LLCs

Cyprus Companies are identified as being resident or non-resident for taxation purposes. Therefore, a company is taxed only if it is tax-resident of Cyprus, and if its management is performed locally in Cyprus. If a Cyprus Private Non-Resident LLC conducts business within the country then its locally sourced income is subject to tax.

As of 2003, the traditional Cyprus IBC offshore structure was eliminated. Upon entering the EU, Cyprus had to conform to a number of financial regulations; however, the Private Non-Resident Limited Liability Company most embodies the tax breaks and structure formerly had by the Cyprus IBC.

A Non-Resident Private LLC enjoys a number of tax benefits including:

  • No tax on profits
  • No tax of dividends
  • No royalty payments
  • No capital gains
  • No withholding tax
  • No wealth or inheritance tax

Corporate Details of a Private, Non-Resident Cyprus LLC

Anonymity, Confidentiality and Disclosure

The details of the shareholders, directors as well as the company’s financial statements are publically accessible, and though the details of the beneficial owner are disclosed they are not made publically available. Nominee services are available for use, which ensure anonymity for the director or shareholders.

Company Shares

A Cyprus LLC may use registered shares, preference shares, redeemable shares and shares with or without voting rights.

Liability

The liability faced by the Company is limited to its assets. Shareholders are only liable to the extent in which they have invested with the company and cannot be held personally liable for any legal action that is taken against the LLC.

Required Capital

There is no minimum capital with a usual authorized capital of €1,000

Financial Statements required

Financial statements are required and are made publically available

Directors

One Director is required for a Cyprus LLC who may be from any nationality, except Cyprus, and may be either an individual or legal entity

Company Secretary

A Cyprus LLC must appoint a Secretary. The Secretary can be an individual or a company. If the company is a single under single ownership then the Director can also be the Secretary.

Company Meetings

Company meetings are required and may take place anywhere in the world

Principal Corporate Legislation

The Cyprus LLC is regulated through the Companies Law, Cap. 113. The law has been in force since 1952 and modelled off of the UK Companies Act 1948, though since then it has been amended when the country was incorporated into the European Union.

Type of Law

Mixed legal system (Civil and Common law)

Shareholders

A Cyprus LLC must have at least one shareholder and not more than 50. Shareholders may be of any nationality and a resident of any country, except Cyprus, and may be an individual or a corporate body.

Trading Restrictions

There are restrictions in conducting business activities in banking, insurance, assurance, reinsurance, fund management, collective investment schemes, and in trust management. If a Private Non-Resident LLC does business within Cyprus, then all of its income that is Cyprus-sourced is locally taxable. The LLC can neither enter into pre-incorporation agreements with other companies nor can the company remit any income back to Cyprus.

Exchange Controls

There are no exchange controls in Cyprus

Powers of the Company

A Cyprus LLC is a Limited Liability Company. An LLC provides members with a limited liability to which they are not held personally financially responsible for the losses of they company, and are held liable up to the amount of capital held/invested with the company.

Language of legislation and Corporate Documents

Greek, with certified English translation

Registered Office required

A registered office is required for a Cyprus LLC

Local Presence

LLCs must have a local registered office. No local secretary, director or any other presence is required.

Audit Requirements

A Cyprus LLC must have their financial accounts audited every year and submitted to the Cyprus Inland Revenue department. Audited financials are not made publically available.

Annual Reporting

Audited financial accounts need to be prepared and submitted annually, in accordance with the International Financial Reporting Standards (IFRS), to the Cyprus Tax Authorities

Shelf Companies available

Shelf Companies are readily available

Time required to form offshore company

5 – 10 days

Name Restrictions

A Company must not use words such as “Assurance”, “Bank”, “Building Society”, “Royal”, “Trust Company”, “Europe”, “International”, and “Trustee Company” or any other words that are deemed offensive or undesirable by the Register.

Language of Name

Name may be in any language using the Latin alphabet

Names of Company requiring a special licence or permission

A Company must receive permission for some types of services, including but not limited to banking, insurance and financial services.

Permitted limited liability suffixes

All Cyprus LLCs must end with the word “Limited” or “Ltd”.

Access to Double Tax Treaties

Cyprus has signed Double Taxation agreements with over 40 countries, however, DTT’s are not accessible for non-resident companies

Licence Fee

€400

Cyprus LLC Offshore Company Formations

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