Registering an Overseas Company Branch in Cyprus
A company incorporated abroad can do business in Cyprus in two ways: form a Cyprus subsidiary, or register its existing company as an overseas company with a branch in Cyprus. There are 3,727 overseas companies on the register today.
When is registration required?
Under the Companies Law, Cap. 113, a foreign company that establishes a place of business in Cyprus, such as an office, branch or representative operation, must register with the Registrar of Companies within a short period after establishing it. Occasionally selling into Cyprus from abroad does not by itself create a place of business. Renting an office and employing staff there does.
Branch or subsidiary?
| Branch (overseas company) | Cyprus subsidiary | |
|---|---|---|
| Legal personality | Part of the foreign company | Separate Cyprus company |
| Liability | Parent fully liable | Limited to the subsidiary |
| Accounts filed | Parent's accounts | Subsidiary's own audited accounts |
| Tax residence | Parent's country; Cyprus taxes the branch's profits | Cyprus, if managed and controlled there |
| Typical use | Shipping offices, service operations, regional offices | Holding, trading and operating businesses |
Documents usually needed
- A certified copy of the company's charter, statutes or memorandum and articles, translated into Greek or English if in another language.
- The list of directors and secretary, with their details.
- The names and addresses of one or more persons resident in Cyprus who are authorised to accept legal documents and notices on the company's behalf.
- The address of the principal place of business in Cyprus.
- Evidence that the company exists and is in good standing in its home country, such as a certificate of incumbency or good standing.
Foreign documents normally need to be certified and legalised. Countries that are party to the Hague Convention can use an apostille.
After registration
- Accounts: the overseas company files its accounts with the Registrar each year.
- Changes: changes to the charter, directors, the persons authorised to accept service, or the Cyprus address must be notified.
- Name display: the company's name and country of incorporation must appear at its Cyprus place of business and on its business documents.
- Tax: the branch registers with the Tax Department and, where applicable, for VAT and as an employer.
Shipping companies
Cyprus is one of the world's major ship-management centres, and many foreign shipowning and ship-management groups run their Cyprus offices as registered overseas companies. For these businesses the tonnage tax system, not the ordinary corporate tax regime, often applies to qualifying shipping activities. If you are checking a counterparty in shipping, look up both the Cyprus branch and the parent in its home register.
View foreign entities