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 the trade and nature of the business have to be declared in the application.
As soon as we have the approval for the name from the Registrar of Companies, we can then 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 (HE2), the Directors and Secretary application (HE3) and the affidavit of a lawyer that confirms that the documents are in accordance with the provisions of the law (HE1).
Further to the submission of documents, the Registrar will approve and return the stamped Memorandum of Association along with the four certificates of the Company, namely, 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.
Companies’ continuing obligations
With the registration, the Company obtains a legal personality, and, according to the Law, any changes to the directors, shareholders, the purposes of the company e.t.c. have to be submitted to the Registrar. 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.
According to Article 125 of the Cyprus Company Law, once a year, the company must call and hold an Annual General Meeting (AGM), 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 CAP. 113, every company with capital which is registered in Cyprus has to prepare and submit once a year to the Registrar of Companies an annual return form (HE32) that includes the Registered address and information about the shareholders, directors, secretary, the issued and the nominal value of the company. Along with the Annual Return form, the company must submit to the Registrar the audited financial statements of the previous year as they were shown up to the Annual General Meeting.
Annual Levy Tax
Additionally, as of 2011, every company which is registered in Cyprus must pay once a year the amount of €350 as an annual levy in order to maintain the company registered in the Registrar’s records. The Annual Levy is payable to the Registrar of Companies by 30 June of each year. If the Levy is paid within two months of the due date (31/08) a penalty of 10% is imposed (must pay €385) which increases to 30% (must pay €490) if the Levy is paid within five months of the due date (30/11). Non-payment of the levy may result in the strike off of the company from the Registry. If the ROC deletes the company from their records, then the company must pay €500 (during the first two years after the strike-off) in order to be reinstated. If two years have passed since the deletion took place, the company’s fee in order to be reinstated to ROC’s records is going up to €750.