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Marinos Koullapis FCCA

Audit, Tax, Accounting Services

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Legal Framework for Companies

Legal framework for Companies in Cyprus

International businesses can register in Cyprus as limited companies.
Limited companies are companies with share capital, and the liability of their shareholders in case of winding up, is limited to the nominal value of the shares they hold. The letter “LTD”, which stands for “Limited”, appears at the end of their name – for example “ABC LTD”. Limited companies can be owned by a small number of investors in which case they are “private” or their shares can be registered on the stock exchange and therefore available to the public, i.e. “public companies”.

A private limited company

A private limited company amongst other, means a company which by its Articles:

  • Prohibits an invitation to the public to subscribe for its shares or debentures.
  • Limits the number of its members to 50.
  • Prohibits the issue of bearer shares.

Memorandum and Articles of Association

A memorandum and articles of association must be drafted and printed.
The memorandum defines the company’s powers, particularly regarding its dealings with its external environment.
The articles of association set out the rules governing the company’s internal affairs, such as meetings and voting rights.

Registrar of Companies requirements

Statutory documents regarding the following matters must be filed at the Registrar’s office and are available for public inspection:

  • Directors
  • Secretary
  • Shareholders
  • Registered address
  • Alteration of Articles and Memorandum of Association
  • Alteration of the name of the company
  • Increase of capital
  • Allotment of shares
  • Particulars of charges and mortgages
  • Annual return stating the directors, shareholders, secretary and registered address.

Statutory books

The following registers and books must be kept at the registered office address:

  •  Register of directors and secretary
  • Register of members /shareholders
  • Minute book of general meetings and directors’ meetings
  • Register of all specific and floating charges on the undertaking or any property of the company
  • Register of directors’ share holdings
  • Register of debenture holders

Proper accounting books must be kept and financial statements in accordance with IFRS’s shall be prepared and audited by qualified accountants. For very small size companies there is exception from audit but are subject to an auditor’s review obligation.

Prohibition of money laundering activity

Anti-money laundering provisions apply to Companies under the Prevention and Suppression of Money Laundering Activities Law.

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