The first step in order to set up a company is to send to the Registrar of companies an application for name approval. The name must not be similar with the name of an existing company and on the application you have to declare what the trade of the business will be.
As soon as we have the approval for the name from the Registrar of Companies we can proceed with the submission of documents needed for the registration of the Company. In particular according to the Companies Law (Ch.113) we must submit the Memorandum and Articles of Association, the registered office application, the Directors and Secretary application and the affidavit of a lawyer that confirms that the documents are according to the provisions of law.
Further to the submission of documents, the Registrar office will approve and return stamped the Memorandum of Association along with the four certificates of the Company- the certificate of incorporation, the certificate of directors and secretary, the certificate of shareholders and the certificate of registered address-. The memorandum of Association comprises the name, the purposes and capital of the company, and on the other hand the Articles of Association part comprises the regulations of the company.
With the registration, the Company obtains legal individualism and according to the Law have to submit to the Registrar any changes to the directors, shareholders, to the purposes of the company e.t.c. From the day of incorporation the directors of the company have the obligation to keep accounting books which are necessary for the preparation of financial statements of the company. The company once a year must convoke Annual General Meeting according to article 125, of companies’ law.
The subject matter of the Annual General Meeting is the study of the financial statements, the report of directors and the report of the auditors of the company. According to the companies law every company with capital have to send once a year to the registrar of companies an annual return that includes the Registered address and the information about the shareholders, directors, secretary, the issued and the nominal value of the company. The above mentioned information that compose the Annual Return are published to the registrar of companies by the HE32(I) form. Along with the Annual Return the company must submit to the Registrar the financial statements of the previous year as they were shown up to the Annual General Meeting.
Additionally as from 2011 every company which is registered to the Registrar of companies must pay once a year the amount of €350 as an annual levy in order to maintain the company registered to the Registrar records. If a company does not pay in time the fee then the registrar is going to put down the company with charges at first, and sequence to that delete the company from The ROC records. The law is taking effect from 2011 and the payment must be submitted until the 30th of June.
If a company delays to pay the fee the charges will be 10% during the first two months from the last day of payment, and 30% during the first five months from the last day of payment. If the ROC deletes the company from their records then the company must pay €500 (during the first two years after the deletion) in order to be reestablish. After two years since the deletion took place, the company’s fee in order to be reestablish to ROC records is going up to €750.