Cyprus International Business Companies / Cyprus Offshore Companies

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Legal Framework for International Business Companies

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 "Aliera 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 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 member to 50.
  • Restricts the right to transfer its shares and prohibits the issue of bearer shares.

Liability of shareholders

The liability of the members of an International business company is limited to the nominal value of the shares they own. 

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 it's dealings with it's external environment.
The articles of association set out the rules governing the company's internal affairs, such as meetings and voting rights. 

Income and place of activities

The income of the company can be derived from Cyprus or anywhere in the world. However, the management, control and administration of the company has to be from Cyprus.

Registrar of Companies requirements

Statutory documents regarding the following matters must be filed at the Registra's office and are available for public inspection:
  • Directors
  • Secretary
  • Shareholders
  • Registered address
  • Audited Financial Statements
  • 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, sharholders, secretery and registrered 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 & IAS's must be prepared and audited by qualified accountants.

Exchange control 

International business companies as well as their expatriate employees are exempt from exchange control. 

Prohibition of money laundering activity

Strict anti-money laundering provisions apply to international business companies under the Prevention and Suppression of Money Laundering Activities Law.
 
 

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