CYPRUS

COMPANY FORMATION IN CYPRUS
PRIVATE OR HOLDING COMPANY
INCORPORATION FEES

If a shelf company, there will be an extra fee – Euros 1,250.00 for companies recently incorporated.

For aged shelf companies, incorporated before 2008, additional aging fee will apply – Euros 1,500.00 per each year old.

IMPORTANT REMARK:
First year – Fees are considered from the date of formation until the 31st December same year
2nd and subsequent years – All annual fees marked above as “/Annual” become due from the 1st January each ear, and are payable until the 31st January

ANNUAL FEES
The Annual Fees are concerned with the following services:
Annual Statutory Fee, which includes:
- Local incorporation agent (registered agent facilities);
- filing statutory returns with official departments, required, to be the company active and alive;
- Liaison with the registered office and the registered agent in the jurisdiction of incorporation, attending to the payment of the Annual Government License Fees and other government fees;
Annual Compliance Fee, which includes:
- attending to routine compliance matters (inclusive of periodic file reviews), reviewing official correspondence received and other routine matters incidental to good corporate governance;
- Processing and Return Filing with Internal revenue, Registrar of Companies, and other official departments

NOMINEE SERVICES
Nominee Services are recommended to those people who wish and require 100% privacy, confidentiality and anonymity as to his relationship with the company. In such case, your name will not appear on the official files of the Registrar of Companies, but the nominees’ names. You can however manage to run the company through a full P.O.A. – Power of Attorney - which can be issued as per your own verbiage or ours. We can provide you a draft for your analysis.

NOMINEE SERVICES - FEES
Provision of Nominee Shareholders – Euros 550.00/annual
Provision of a Nominee Director – Euros 1,750.00/annual
Provision of Company Secretary – Euros 450.00/annual
Certified Power of Attorney (P.O.A.) – Euros 650.00.

In case you will contract our Nominee Director Services, a Power of Attorney (certified and apostilled) will be provided in your name, together with following documents:
- Nominee Services Agreement
- Director’s Declaration
- Director’s Resignation Letter signed and undated

FULL SERVICED VIRTUAL OFFICE IN CYPRUS
A service provided for those who incorporate offshore but simultaneously wish to offer the company a high degree of credibility internationally, and simultaneously grant everyone, client, provider, or official entities, to contact you, and that such contact will reach you, either by mail, phone or fax, and that you can receive it and process it.

Exclusive Telephone number in Cyprus - 750.00/annual
Set up fee – Euros 50.00
Provision to cover all calls diverted to your phone line outside Cyprus – Euros 500.00
Exclusive Fax number in Cyprus – 750.00/annual
Set up fee – Euros 50.00
Provision to cover fax re-forwarding on a daily basis – Euros 200.00

OPENING OF CORPORATE ACCOUNT IN CYPRUS
Recommended Banks:
Bank of Cyprus, Cyprus
FBME Bank Ltd, Cyprus

WORLDWIDE CORPORATE BANK ACCOUNTS
International Recommended banks:
ABN AMRO, Hong Kong
Alliance Leicester Commercial Bank, UK
Anglo Irish Bank, Vienna, Austria
AP Anlage & Privatbank AG, Switzerland (Group Parex Bank)
Atlantic International Bank, Belize
Baltikums, Latvia
Bank of Bermuda Ltd (owned by HSBC), Bermuda
Barclays Bank, Isle of Man and Gibraltar
Credit Suisse, Zurich, Switzerland
FBME Bank Ltd, Cyprus
First Caribbean International Bank, in Turks & Caicos
Lloyds TSB Bank, Isle of Man and Jersey
Loyal Bank, St Vincent & The Grenadines
National Bank of New Zealand, Auckland
NBC Nuevo Banco Comercial, Uruguay, Montevideo
Parex Bank, Latvia
Provident Bank, Belize
Rietumu Bank, Latvia
Standard Bank, Isle of Man, Jersey and Mauritius
Amongst others

If either of these banks or jurisdictions to set up your corporate bank account suits you, we shall be very pleased to assist you.

Our Services before you deal directly with the bank by yourself:
Independent advice to help you to choose the right bank
Support regarding due diligence requirements
Assistance with filling in the required forms
Provision of properly legalized corporate documentation where applicable
Recommending you to the bank based on your individual profile and due diligence documentation
Representing you before the bank in the course of account opening

Remarks:
(a) If extra legalization and/or corporate documents are required by the bank, additional fees apply;
(b) Bank own account opening fees and costs (if any) will be charged from the first deposit to your account;
(c) Bank fees and costs are not included into our bank introduction fees.
(d) Any of the banks above always have their final word, after due diligence processed, by accepting you or not as their customers, depending on their on evaluation; however, you are always free to open your company’s bank account by yourself, with some other bank of your selection.

DISCLAIMER
(1) The above description is not an offer or soliciting to provide financial services of any kind inclusive but not limited to buying any security or investment product or receiving an investment advice from us. Bank fees and account opening terms inclusive due diligence requirements are subject to change from time to time without notice;
(2) After the account has been opened you deal directly with the bank by yourself, entirely at your own risk and at your sole discretion; we may not be responsible for any changes in the legal or financial status, requirements, fees and commissions of the aforesaid Banks.

DELIVERY OF DOCUMENTS
We can either dispatch the documents to you by DHL or any other express courier, if a faster delivery service required.

PROCEDURES FOR THE ESTABLISHMENT OF A CYPRUS COMPANY

REGISTRATION WITH THE REGISTRAR OF COMPANIES:
In order to incorporate the Company, the following information is required:

The Company’s proposed name, which must be approved by the Registrar of Companies; if the Company’s proposed name will be similar to that of its parent or associate company, it will greatly assist the application for approval of name, if a letter of consent from such an overseas company would be submitted to the Registrar of Companies. A specimen for such a letter of consent is attached herewith.

In the application for approval of name, the following must also be stated (i) the nature of the Company’s operations; (ii) the meaning (if any) of the name or whether the name to be used is in fact the name of a shareholder or director of the proposed Company.

The procedure for processing our application for approval of name, usually takes 3 - 4 days.

The objects of the Company, so that an appropriate Memorandum of Association can be drafted.

The names, addresses, nationalities, dates of birth, passport numbers and occupations of the proposed shareholders; if the shareholder is a person, a copy of his passport must also be submitted. If the shareholder is a company, a copy of the Certificate of Incorporation must be submitted.

It is possible for the shares in a Cyprus company to be registered in the names of local nominees, that is, service companies of our office, that will hold the shares in trust for the beneficial owners. On such occasion, the beneficial owners retain anonymity in so far as their names do not appear on any public record.

The registered shareholder in a Cyprus company can be just one person or company.

The names, addresses, nationalities, dates of birth, passport numbers and occupations of the proposed Directors of the Company who can be either non residents or residents. In order to establish the Company’s management and control in Cyprus, it is advisable to have a majority of local directors.

The name, address and nationality of the Secretary: It is convenient for the Secretary or at least an assistant Secretary of the Company to be based in Cyprus so that he can deal with all the filing requirements of the Company. Our firm’s service company usually acts as corporate secretary.

The Company’s registered address: We will be pleased to provide the registered address of the Company for the time being and if it is later decided to open an administrative office in Cyprus, we can amend the registered address accordingly.

The Company’s share capital; there is no minimum share capital requirement and no thin capitalization rules apply.

It should be noted that registration fees are payable on the basis of the Company’s share capital. Indicatively, the registration fees for a company with an authorized capital of Euro 2.000,00 will be approximately Euro 120,00 (CYP 66,00.

Time Scale - it usually takes 3 – 5 days for a Company to be registered and for the relevant incorporation documents to be issued.

ANNUAL OPERATION OF THE COMPANY
Financial Statements and Audit
All Cyprus companies must produce audited financial statements to be prepared by local auditors (unless they qualify as “small size enterprises”). All international audit firms are represented by local firms of certified accountants in Cyprus.

Holding of Annual General Meetings
The shareholders of the Company must meet in an annual general meeting at least once a year. Exceptionally, the first annual general meeting of the Company can be held within 18 months from its incorporation. The shareholders do not have to attend the shareholders’ meeting in person, but can appoint proxies to appear and vote on their behalf or they can pass written resolutions.

Filing of Annual Returns
The Company must file annual returns with the Registrar of Companies, giving any updated information on the officers, shareholding and other public information concerning the Company. The annual returns are filed within 14 days from the last annual general meeting of the Company and are accompanied by the financial statements presented to the annual general meeting.

Hope all above information meets your requirements and needs.
In case you may have any further matter or question to clarify, please don’t hesitate to contact us, before taking your decision.

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