A private company limited by shares in Cyprus needs at least one director and one secretary to operate, as well as a registered office address. The director cannot act as a secretary at the same time; however, the sole shareholder can have the roles of the director and secretary as well. Individuals intending to incorporate a company in Cyprus may proceed with nominee services regarding these positions, i.e. to appoint a nominee director, a nominee secretary, a nominee shareholder and seek an appointed registered office address. One of the most commonly asked questions by clients considering to register a Cyprus company is 'But do I really need nominee services?'. Thus, we have concentrated a questions and answers guide explaining the types and usefulness of corporate nominee services and how these services might be necessary to register and operate a company in Cyprus.
Why does my company need to have its registered office address in Cyprus?
It is a requirement set by Law that all companies need to have their registered office address in Cyprus. In fact, among the necessary documentation to submit with the Registrar of Companies for the company incorporation is the Memorandum of Association that must explicitly state that the registered office address of the company is located in Cyprus, otherwise the formation of the company is not possible. Our Cyprus law firm will provide you with a registered office address in Cyprus as part of our nominee services.
Does having a registered office address in Cyprus mean that I will own/rent a place in Cyprus?
It is clarified that having a registered office address for your company in Cyprus does not imply that you will have to purchase or rent an office in Cyprus. Furthermore, the nominee service regarding the registered address does not refer to finding an office for the operations of the business; it rather includes the provision of an address in Cyprus that can be used so that the company can be legally registered. Owning or renting a place for the operations of the business is only a requirement for certain cases, such as when establishing a company of foreign interests. Our experienced team will guide you according to your needs.
Do I need to have a nominee shareholder?
Appointing a nominee shareholder is not a requirement to incorporate a company. Appointing a nominee shareholder can rather function as a mechanism to secure the anonymity of the true owner of the shares, as their name will not appear as 'the registered shareholder' in the records of the Registrar of Companies. However, it is clarified that the particulars of the ultimate beneficial owner ('UBO') of the company are reported and maintained in the UBO Registry of the government as part of anti-money laundering policies.
Do I need to have a nominee director and secretary?
Appointing a nominee director might be necessary to enjoy the prestigious tax regime of Cyprus. For the company to be taxed in Cyprus, it has to maintain its management and control in Cyprus, and thus the majority of company's directors need to be Cyprus residents for this purpose. In regards to the secretary, a nominee is highly advisable for this position that is key for the operation of the company. The secretary conducts a variety of the company's responsibilities, including maintaining the company's statutory registers, preparing share certificates, arranging Board meeting and keeping minutes, ensuring the annual returns are made to the Registrar of Companies, and generally maintaining document compliance with statutory corporate obligations. Thus, you may need a nominee secretary to ensure that your company's responsibilities are well taken care of, and for practical reasons, the secretary has to be perpetually accessible and available to arrange these matters.
How are nominee services regulated?
It is emphasized that the nominees always act only upon and according to the instructions of the Ultimate Beneficial Owner. Regarding the responsibilities and powers of the nominee director and secretary, these are precisely defined by an Agreement prepared by our team. The service of nominee shareholder takes effect with certain documentation including the Declaration of Trust, according to which the legal owner (trustee) agrees to hold the shares of the company for the benefit and under the instructions of the beneficiary/ultimate beneficial owner of the company and undertakes to assign all profits payable on the shares to the beneficiary.
Our legal services:
- Managing the procedure of company incorporation.
- Providing you with quality nominee services to ensure that you get the most out of your company.
- Ensuring that your company complies with all its responsibilities following its registration, including submitting the annual return forms with the Registrar of Companies, updating the UBO Register, updating company's particulars with the Registrar of Companies etc.
The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.