The minimum number of members is one and the maximum is limited to fifty. And there can be no invitation to the public to subscribe for any shares or debentures.

• • This is the most popular type of companies in the business world and their general characteristics are the following:
• • The minimum number of members is one and the maximum is fifty;
• • The liability of every member is limited to the amount of their subscribed shares;
• • No bearer shares can be issued (however nominee services can be offered);
• • Preferential shares or different classes of shares can be issued;
• • The right to transfer shares is restricted;
• • There can be only one Director who can be either Cypriot of foreigner and the Board Meetings
• • The company must have a registered address in Cyprus and a company secretary;
• • The Secretary maintains the Register of Members, the Minute Book recording all the Board Meetings and Resolutions, the Register of Charges, the Register of Directors and Secretary and the Company seal (under its custody);
• • Any charges against the company must be registered with the Company Registrar in order to ensure priority and protection against other creditors of the Company. What is important to note is that the identity of beneficial owners in a Cyprus private limited company may remain confidential through nominee holding. This confidentiality is maintained as long as the company and its ultimate beneficial owners are not involved in any criminal activity.

Public companies need seven or more founder members, they can invite the public to subscribe for their shares or debentures and do not restrict share transfers.

The liability of each member is limited to the amount agreed on the Memorandum of Association to be contributed in the event the company goes into liquidation. In the majority of cases these companies are incorporated as non-profit making organisations under section 20 of Cap 113.

Any company incorporated outside of Cyprus may establish a legal presence in Cyprus through the legal form of a branch in Cyprus – the so-called overseas companies.

To register a branch the following documents must be filed translated into Greek:

• • A certified copy of the constitutional documents of the company (Memorandum and Articles of Association, its charter etc)
• • Information regarding the Directors and Secretary of the Company;
• • Name and address of at least one person who is a resident of Cyprus duly authorised to receive on behalf of the company any notices. If the foreign legal entity is a bank, an insurance or an investment company then special licences must also be obtained from the relevant regulatory authorities.

The Cyprus Company Law changes implemented in 2003 as part of the EU accession process have also affected the rules covering branches. Every foreign corporation that maintains a branch in Cyprus must submit, for every financial year, copies of its financial statements as presented in its last AGM and published in accordance with its country of incorporation. For EU corporations though the law provides some exemptions; they are exempted from submitting separate branch financial statements if they publish their financial statements in their countries of registration and they submit them to the Registrar of Companies.

Basic Requirements for Incorporation.

• • Approval by the Registrar of Companies of the proposed name of the company. If the clients are not particular about the name, we can provide a “shelf” name.
• • A brief description of the main objects of the company in order to prepare/draft its Memorandum and Articles of Association.
• • The amount of the nominal capital of the company, and how it is going to be divided. This is usually EURO 1,000 divided into 1,000 shares of EURO 1 each. It should be noted that it is also possible to denominate the capital in a currency other than EURO.
• • The names, addresses, occupations, passport details and nationalities of the proposed beneficial owners, as well as the proportion in which they will hold the shares of the company. If nominees will be used, the particulars of the nominees are needed as well.
• • The names, addresses, occupations, passport details and nationalities of the proposed directors and secretary of the company.
• • The proposed address of the registered office of the company.
• • The details of the proposed auditors of the company.
• • In order to comply with Anti-Money Laundering legislation, our firm’s standard Know-Your-Client questionnaire will need to be completed and signed by the proposed beneficial owners.

Registered Office

The law requires the company to have a registered office in Cyprus, which will be used as the commercial address of the company for conducting their operations.

Memorandum and Articles of Association

Cypriot companies must possess a memorandum and article of association that will determine the activities of the company and how the establishment will regulate its internal affairs.

Number of Shareholders

Limited liability companies must have at least one shareholder. If you wish to preserve the anonymity of shareholders, the shares may be held by a company which acts as a trustee of the shares of the owners, without revealing their real identity. The confidentiality of such information is kept and a decision by Cyprus court is required before disclosure.

Board of Directors

Although the appointment of local board members is not required by law, however, for tax purposes, it is considered desirable. It should be noted that, from a tax point of view, is essential that the company is managed and controlled in Cyprus, which is why it is recommended that the majority of directors are local residents.

Secretary

According to the current law, the company must have a secretary named..