Running a Cyprus company

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Running a Cyprus company

Following the incorporation of a Cyprus company with the Registrar of Companies (ROC), a company has the statutory obligation to maintain its register by complying with its annual and other obligations as defined in the Companies Law.

Updating Company’s Particulars

·         Updating the Registered Office address

·         Updating the Directors and Secretary

·         Updating the Share Capital and Shareholders

 

For the aforesaid updates the following applies:

·         The ROC shall be notified within 14 days from the date of updating the registered office address

·         The notification is being submitted through the e-filing system of the ROC.

·         The fee of €20 shall be paid (additional fee of €20 shall be paid for the accelerated procedure).

·         Late filing fee of fifty euros (€50) upon the first day of non-compliance and a further charge of one euro (€1) for every day the failure to comply continues, up to the maximum amount of two hundred and fifty euros (€250).

Every company draws up to an annual return (HE32) once every calendar year which includes essential information about the company as at the date of its drafting. The annual return shall be accompanied with the Audited Financial Statements (AFS) of the Company of the previous year (i.e. annual return of 2024 shall be accompanied with the AFS of 2023). The directors of the Company are responsible for keeping proper books of account and records.

 

The fee for filing of the annual return is €20 (additional fee of €20 shall be paid for the accelerated procedure). Late filing fee of fifty euros (€50) upon the first day of non-compliance and a further charge of one euro (€1) for every day the failure to comply continues for the first 6 months, raising to two euros (€2) for every day thereon, up to the maximum amount of five hundred euros (€500).

 

The annual return is submitted only through the e-filing system of ROC.

 

The annual return date is defined as below:

·         For newly incorporated company, the drafting date of the annual return is the day following the expiry of the period of eighteen (18) months from the date of incorporation.

·         For existing company, the drafting date of the annual return is the date on which one (1) year lapses from the date of the last filed annual return.

You may submit your request to obtain copies/certificates online through the e-filing system of ROC as per below:

  • twenty (€20) euros per certified copy/certificate or
  • forty (€40) euros for a certified copy of the memorandum and articles of association, and
  • In case an accelerated procedure is required an additional fee of twenty euros (€20) per certified copy/certificate must be paid.

The beneficial owner (BO) of a legal person is the natural person who has the ultimate ownership or control of the legal person. Ownership or control can be exercised as follows:

  • the holding of 25% or more of shares directly or indirectly; or
  • voting rights; or
  • significant influence or control by other means.

Every legal entity (e.g. company, partnership) and each official/partner has the obligation to submit the details of its beneficial owners to the register.

Entities include:

  • Cyprus Companies incorporated or registered under the Companies Law Cap.113,
  • European companies,
  • Partnerships

Exempted entities include:

  • Overseas companies
  • Trade names
  • Company or other legal entity:

·         Listed on a regulated market subject to disclosure requirements under European Union law

·         subject to equivalent international standards ensuring adequate transparency of ownership information

 

The following actions are required to obtain access to the system:

·         Creation of a profile of the legal entity in the governmental gateway gov.cy (ex-Ariadni).

·         Authentication of the legal entity profile, by arranging an appointment at Citizens Services Centre.

 

 

The beneficial owner register shall be updated in the following cases:

·         New registrations:  no later than ninety (90) days from the date of incorporation.

·         Change of BO information: no latter than forty-five (45) days from the date of change in the BO of an entity or the change on the details of an existing BO.

·         Confirmation of BO information: shall be performed annually during the period from 1st October to 31st December of each calendar year.

 

Failure to comply, the corporate or other legal entity and each of its offices shall be liable to a fine of two hundred euros (€200) and further fine of one hundred euros (€100) for each day of continuation of the violation with a maximum total fine of twenty thousand euros (€ 20,000).

A company may create a charge over its assets as security for its debts, providing there is a relevant provision in its articles of association permitting the creation of a charge.

 

A company must submit to the Registrar of Companies for registration the particulars of every charge that was created by the company and, of every property acquisition already subject to a charge within:

  • Twenty-one (21) days from the date of the creation of the charge, if the charge was created within the Republic and, relates to property situated within the Republic.
  • Forty-two (42) days from the date of the creation of the charge, if the charge was created outside the Republic and, relates to property situated within the Republic.
  • Twenty-one (21) days from the date of the acquisition of property already subject to a charge and, provided the charge was created within the Republic and, relates to property situated within the Republic.
  • Twenty-one (21) days from the date the copy of the document creating the charge is received in the Republic, if the charge is created outside the Republic and, the property subject to the charge is situated outside the Republic.
  • Forty-two (42) days from the date of issue of the temporary certificate of continuation of a foreign company, if the company registered as continuing in the Republic submits a charge that pre-existed such registration.
  • Forty-two (42) days from the effective date of the cross-border merger, if the charge is created over the assets of the absorbed company and pre-existed the cross-border merger.
  • Twenty-one (21) days from the date of acquisition of property as a result of merger, in the event of acquiring assets with pre-existing charges due to merging with a Cyprus company.

 The particulars of every charge created by a company and every acquisition of property with pre-existing charges shall be submitted via the e-filing system of the Registrar of Companies, accompanied by:

  • the document creating the charge (or a certified copy thereof);
  • the relevant amount depending on the value of the charge: 
    • €140 (€0-17086,01),
    • €240 (€17086,01 – 34172,03).
    • €380 (€34172,03 – 85430,07).
    • €540 (€85430,07 – 170860,14).
    • €640 (over €170860,14).
  • an additional fee of twenty (€20) euros if the accelerated procedure is required.
  • the court order extending the time of submission (if the relevant form was not filed within the above timeframes), accompanied by an additional fee of twenty (€20) euros.
  • certified translation of the document creating the charge in Greek language.

A company must also submit to the Registrar of Companies for registration the particulars of every amendment or change in the particulars of a charge, as well as any assignment of a charge made by a company and, the particulars of any acquisition of a property already subject to a charge.

A company registered in the Republic of Cyprus may mortgage its immovable property in the Republic as security against its debts. This can only be done if a relevant provision in the company’s articles of association exists, allowing the creation of a mortgage.

 

The company must deliver to the Registrar of Companies the particulars of every mortgage created over its immovable property under the provisions of any law. The particulars of a mortgage over the immovable property of a company registered in the Republic of Cyprus may be submitted within twenty-one (21) days from the date of registration of the mortgage with the relevant office of the Department of Lands and Surveys of the Republic of Cyprus.

 

The submission of the mortgage shall be submitted via the e-filing system of the Registrar of Companies, accompanied by:

  • the document creating the mortgage.
  • a fee of twenty euros (€20) (irrespective of the mortgage value) and, an additional fee of twenty euros (€20) if the accelerated procedure is required.
  • the Court order extending the time of submission of the relevant form, if the form has not been filed within the period of twenty-one (21) days, accompanied by an additional fee of twenty (€20) euros.

 If the debt for which the mortgage was registered has been paid in full or in part, the form for the settlement of registered mortgage shall be submitted to the Registrar of Companies within twenty-one (21) days from the date of the settlement of mortgage.

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