A secretary is mandatory
Private Limited Company Formation in Cyprus
Every Cyprus company must have a secretary, and where the directors sit decides its tax residence.
GCC business setup specialists
Two appointments that do very different jobs
The company secretary is a statutory office with responsibility for the statutory records and filings, and a Cyprus company cannot operate without one. The directors are a separate question entirely: because Cyprus determines tax residence by where management and control is exercised, the composition and location of the board is what makes the company resident here or not. Confusing these two appointments is a common and consequential error.
- Both the secretary and the board composition addressed deliberately
- Memorandum and articles drafted for your actual arrangement
- Tax residence consequence of director choice explained first
20+
Mainland, free zone and offshore jurisdictions we file in — so the recommendation is based on your activity, not on which authority we happen to be registered with.
7,000+
Companies successfully established.
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What is required
Setting up a Cyprus private company
English-derived company law, with local specifics.
| Requirement | Position |
|---|---|
| Name approval | From the Registrar, before incorporation. |
| Memorandum and articles | Prepared and filed. |
| Shareholders | At least one; no nationality requirement. |
| Directors | At least one; residence affects tax residence. |
| Company secretary | Mandatory statutory office. |
| Registered office | In Cyprus, where records are kept. |
Company law requirements, name approval practice and the test for tax residence are set by statute and the authorities and change. Cyprus is a European Union member state, so EU directives, the single market and EU anti-avoidance measures all apply. That is the substantive difference between Cyprus and an offshore jurisdiction, and it cuts both ways.
How it works
From name to operating company
Residence decided before incorporation.
01
Decide residence and structure
Whether the company should be Cyprus tax resident, which determines the board composition and where it will meet.
02
Approve and incorporate
Name approved by the Registrar, memorandum and articles prepared, and the company incorporated with its secretary and registered office.
03
Register and operate
Tax and VAT registrations completed, auditor appointed, beneficial ownership filed and the bank account pursued.
- Three proposed company names
- Intended activity and markets
- Shareholders and shareholdings
- Beneficial owners and their details
- Certified identity and address documents
- Documented source of funds
- Proposed directors and where they reside
- Where board meetings will be held
- Whether Cyprus tax residence is wanted
- Share capital proposed
- Whether bespoke articles are needed
- Financial year end preference
Scope
What is included, and what is not
Stated plainly, so nothing is added once the engagement starts.
Included in the service fee
- Advice on board composition and tax residence
- Name approval with the Registrar
- Memorandum and articles preparation
- Due diligence and incorporation
- Company secretary arrangements
- Registered office arrangements
- Tax, VAT and beneficial ownership registrations
- Auditor appointment co-ordination
Not included, quoted separately
- Government and registry fees, paid at cost
- Audit fees
- Nominee or resident director services unless quoted
- Bespoke articles drafted by a lawyer
- Shareholders’ agreements
- Tax advice in your own country
- Substance costs such as office and staff
- Bank account opening decisions
Verify independently
Official Cypriot authorities
We file directly with these bodies on your behalf.
Department of Registrar of Companies and Intellectual PropertyTax DepartmentVAT ServiceSocial Insurance ServicesCyprus Securities and Exchange CommissionInstitute of Certified Public Accountants of Cyprus
Questions
Cyprus company formation — FAQs
Does a Cyprus company need a secretary?
Yes, it is a mandatory statutory office responsible for the statutory records and filings. The company cannot operate properly without one.
How many directors do I need?
At least one, with no nationality requirement. But where the directors are resident and where they meet determines tax residence, so the choice is substantive.
Is the company automatically Cyprus tax resident?
No. Residence depends on where management and control is exercised, so a board that never meets here is a problem if residence is what you want.
Do I need bespoke articles?
Standard articles suit most companies. Bespoke drafting is worth it where there are multiple share classes, investor rights or unusual control arrangements.
How long does incorporation take?
Name approval and incorporation are reasonably quick; due diligence on the beneficial owners is usually the longer part.
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