Incorporation of a Cyprus Private Limited Liability Company

1. Why incorporate a company in Cyprus?

Cyprus is one of the most attractive tax planning jurisdictions. Tax benefits of Cyprus include:

1. 12.5% corporate tax rate.
2. Broad network of double tax treaties.
3. Profit from the sale of shares and titles are exempt from taxation.
4. Transfers of assets and liabilities between companies can be effected without tax consequences.

In light of the above, the combination of a favourable taxation system, double taxation treaties and the fact that Cyprus lies at the crossroads of Europe, Africa and Asia at the heart of the busy shipping and air routes linking the three continents make Cyprus a preferred destination for corporate set ups.

• Main provisions in relation to a private limited liability company (the “LLC”)

• Share capital: no minimum issued share capital required for private companies, although there should be at least one share in issue and the share capital can be expressed in any currency.
• Shareholders: there should be at least one (1) registered shareholder. The following information of the shareholders must be provided:

1. Name and surname (in case of an individual).
2. Company name (in case of a corporate entity).
3. Nationality (in case of an individual).
4. Residential Address (in case of an individual). 
5. Registered Address (in case of a corporate entity)
6. Profession (in case of individuals).
7. Passport number (in case of international individuals).
8. Identification number (in case of Cypriot individuals).
9. Number of shares to be acquired.

The nationality of the shareholders is not taken into consideration in respect of tax residency of the Cyprus company.

The following characteristics apply in relation to an LLC:

1. Any invitation to the public for subscription to the shares of the LLC is forbidden.
2. The maximum number of shareholders is restricted to 50 (fifty).
3. The liability of every member is limited to the amount of their subscribed shares.
4. Preferential shares can be issued.
5. Bearer shares cannot be issued.

• Directors:

• a director can be either an individual or a corporate entity.
• The minimum number of directors is one.
• Directors must not be Cypriot nationals or residents in Cyprus.
• The LLC needs to be managed and controlled in Cyprus in order to be considered Cyprus tax residents.

• Secretary: an LLC must have a secretary.

• Registered office: an LLC must have its registered office in Cyprus.

• Formation process

The incorporation, management and corporate reporting requirements of Cyprus companies are generally and primarily governed by the Cyprus Companies Law, Cap. 113.

1. Approval of the proposed company name must be obtained from the Registrar of Companies and Intellectual Property (the “Registrar”) in Cyprus. In this respect, an application is filed with the Registrar regarding the proposed name. At Oshkosh, we engage in personalised service to ensure that the Registrar’s requirements in relation to name applications are met and the requested name approved.
2. The Memorandum and Articles of Association are drafted in accordance with the needs of the LLC. The Articles of Association contain the regulations that are binding between the LLC and its members regarding the rights, obligation of the members and the management of the LLC.
3. In addition to the above, the Registrar’s standard forms (HE1, HE2 and HE3) should be prepared containing the proposed registered office and directors of the new entity to be registered.
4. Once the above documents are prepared, they must be filed (electronically) to the Registrar and upon satisfaction of the Registrar, the latter shall proceed with the incorporation of the new entity. It usually takes up to seven working days for the new entity to be incorporated.

At Oshkosh Limited, we ensure the efficient and expedite process of the registration from beginning to end through our customer-tailored services and years of experience.

Contact us for more details at oshkosh@oshkoshlimited.com.