How to Register a Company in Cyprus: Step-by-Step Guide
Most businesses in Cyprus operate as a private company limited by shares, the familiar "Limited" or "Ltd". This guide walks through how one is formed, from choosing a name to opening for business.
Cyprus company law is based on the Companies Law, Cap. 113, which was modelled on the UK Companies Act of 1948 and has been amended many times since, including to implement EU company-law directives. Incorporations are handled by the Department of Registrar of Companies and Intellectual Property, usually just called the Registrar of Companies.
Before you start: what a Cyprus private company needs
- At least one shareholder. A private company can have a single shareholder and up to 50. Shareholders can be individuals or companies, and do not have to be Cyprus residents.
- At least one director. Directors can be of any nationality. Where the company intends to be tax resident in Cyprus, it is normally managed and controlled from Cyprus, which in practice usually means a majority of directors resident there and board meetings held there.
- A company secretary. Every company must have one. The secretary can be an individual or a company.
- A registered office in Cyprus. This is the official address for correspondence from the Registrar and for serving legal documents.
- Share capital. There is no legal minimum for a private company. Many companies are formed with a nominal capital such as €1,000.
Step 1: Get the company name approved
The first filing is an application to the Registrar to approve the proposed name. The Registrar will refuse names that are identical or too similar to an existing company, misleading, or that suggest a connection with the government or a regulated activity without permission.
It is worth checking the register yourself before applying. You can search every registered Cyprus company on this site to see whether a similar name is already in use, including companies that have been struck off.
Step 2: Prepare the memorandum and articles of association
The memorandum of association sets out the company's name, its objects and its share capital. The articles of association are the internal rulebook: how shares are transferred, how directors are appointed, how meetings are run and how decisions are made.
In Cyprus the memorandum and articles must be prepared and signed by a lawyer who is registered to practise in Cyprus. This is one reason almost every incorporation goes through a law firm or a licensed corporate service provider.
Step 3: File the incorporation documents
Once the name is approved, the lawyer files the incorporation package with the Registrar. Alongside the memorandum and articles, it states:
- the address of the registered office;
- the first directors and the company secretary;
- the subscribers (first shareholders) and the shares each takes.
When the Registrar accepts the filing, it issues a certificate of incorporation and the company receives its registration number. Cyprus limited companies carry the prefix HE (from the Greek ΗΕ) before their number. Certified copies of the certificates of directors, secretary, shareholders and registered office can be ordered at the same time and are usually needed to open a bank account.
Step 4: Register the beneficial owners
Cyprus keeps a Register of Beneficial Owners, maintained by the Registrar, under the EU anti-money-laundering rules. A beneficial owner is, broadly, any individual who ultimately owns or controls the company, typically through more than 25% of the shares or voting rights, or through control by other means. New companies must file their beneficial owners, and every company must keep the entry up to date when ownership changes.
Step 5: Register for tax
- Tax Identification Number (TIN). The company registers with the Tax Department to obtain a TIN. This is needed for tax returns and in practice for many dealings with banks and suppliers.
- VAT. Registration becomes compulsory once taxable supplies pass the VAT threshold, and may be needed earlier for some cross-border services. Companies can also register voluntarily.
- Social insurance. If the company will employ staff, including directors who receive a salary, it registers as an employer with the Social Insurance Services.
Step 6: Open a bank account
Cyprus banks carry out detailed know-your-customer checks. Expect to provide the company certificates, the memorandum and articles, identification and proof of address for directors and beneficial owners, and a description of the planned business, its expected turnover and its main counterparties. Preparing this pack in advance saves weeks.
How long does it take?
Timing depends mainly on the Registrar's workload and on how quickly documents are signed. Name approval and incorporation together commonly take a few weeks. Bank account opening is often the slowest step.
After incorporation
A new company takes on ongoing obligations straight away: annual returns, audited financial statements, tax returns and keeping its registers up to date. Our guide to keeping a Cyprus company compliant covers them.