PSC Cyprus: Registration of a Business Entity - Company, Partnership, Business Name, European Company (SE), Overseas Company and other Entities
Local and foreign investors may establish any of the following legal entities or businesses in the Republic of Cyprus:
- Companies (private or public);
- Partnerships (General or Limited);
- Business Name;
- European Company (SE);
- Overseas Company;
- European Economic Interest Grouping (EEIG).
Initially, except in the case of establishment of a branch of overseas company, an "Application for Name Approval" has to be submitted prior to the submission for registration for any of the above-mentioned entities (Private Company, Business Name etc.).
In "RELATED LINKS " (to the right of the text) you will find useful links to the main electronic services available through the "Electronic Filing System" of the Registrar of Companies and Official Receiver; following a Registration Process with "ARIADNI".
It is noted that for using the electronic services (e-services) of the Department of Registrar of Companies and Official Receiver (DRCOR) the user Identification Procedure (profile verification) is not applicable. The available online e-services can be found under the category "Online Services related to Companies (DRCOR)" on ARIADNI'S E-Service Catalogue.
The Companies Law (as amended) provides for the following categories of companies:
- A Private Limited Liability Company With Shares: requiring at least one shareholder, but not more than 50 shareholders; cannot offer shares for public submission nor does it have the right to transfer shares,
- A Public Limited Liability Company With Shares: requiring a minimum of seven members and its main feature is the power to extend an invitation to the public to subscribe to its shares. It can be listed on the Stock Exchange,
- A Limited Liability Company, Without Share Capital, where the liability of its members is limited by the Memorandum up to the amount that the members are responsible to contribute to the company's assets in case of dissolution,
- A Limited Liability Company With Share Capital, where the liability of its members is limited by the Memorandum, on one hand, up to the amount they have not paid, if any, for the respective shares they own and, on the other hand, up to the amount that the members are responsible to contribute to the company's assets in case of dissolution,
- Overseas Company i.e. a company established outside the Republic of Cyprus while it has established, and continues to have, a work establishment within the Republic of Cyprus.
The following documents can be submitted either by hand or online through "ARIADNI" (link in "Related Links"), certified by a registered advocate/lawyer in the Republic of Cyprus:
- Declaration form (ΗΕ1, an affidavit (sworn) statement of the lawyer and signature from the Registrar of the District Court);
- Form concerning the registered office address (HE2);
- Details regarding the directors and secretary (HE3);
- List of persons who consent to act as directors of the public company (HE5, in case of a public company);
- Original Memorandum and Articles of Association (by law must be written by an approved/registered lawyer);
- Expert report if the contribution is in kind and relates to shares granted on the establishment of the company N89 (I) / 2015 and is accompanied by the HE12 form
- One Stop Shop Application Cover form for Legal Entities Registration (applicable for submission to One Stop Shop);
- Affidavit of witness of signatures for electronic registration of a company (only applicable to online registration of a company)
- Fee of €105,00, plus €60,00 for filling the accompanied documents (HE1,HE2,HE3), plus an optional €100,00 for accelerated procedure (payable in cash, cheque, amount deducted from an account the applicant keeps with the Registrar of Companies or bank transfer). Please note that One Stop Shop accepts only applications with acceleration fees and the One Stop Shop Application Cover for Legal Entities Registration is to accompany the above-mentioned application.
Upon completion of the registration the "Certificate of Incorporation" is issued. Upon request, and payment of the amount of:
- €120 to €130 (if no photocopy of the Memorandum and Articles of Association is presented with the application); or
- €220 to €230 (the additional €100 is the fee for the accelerated procedure for the issuance of the certificates/certified copies and the additional amount of €10 for the photocopying or printing of the originally submitted Memorandum and Articles of Association if not photocopy is presented with the application), the following certificates and/or certified copies can be issued:
(1) A certificate of the Shareholders;
(2) A certificate of the Directors and Secretaries;
(3) A certificate of the Registered Office;
(4) A certified true copy of the Memorandum and Articles of Association;
(5) A certified copy of the Certificate of Incorporation.
There is no minimum capital in registering a company. Company registration is completed within ten (10) business days without acceleration fees or within 2-3 business days under the accelerated procedure from the date that the application was duly submitted.
Variable Capital Investment Company
Redomiciliation of Registered Office
European Economic Interest Grouping (EEIG)
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