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REGISTRATION AND MAINTENANCE OF A CYPRUS COMPANY

  • Incorporation – together with everything the process implies
  • Corporate Secretarial Services – maintenance of share registers, assistance with setting up business entities, basic management and shareholder resolutions, amendments to Court register (KRS) data, holding of AGM’s, submission of financial statements and related year end procedures;
  • Fiduciary and Domiciliary Services – directorships, supervisory board appointments, nominee shareholding, trust services, provision of registered address and substance offices;
  • Shelf Companies – provision of operational, newly-established, limited liability companies, including tax registration, statistical office registration and operational bank accounts;
  • Accounting and Payroll Services – maintenance of accounting records, preparation and submission of monthly and annual tax returns, communication with the tax office, statistical office or National Bank of Cyprus, personalised monthly management reporting, preparation of financial statements under IFRS, complete payroll, HR and social security services;
  • Liquidation Services – full accounting and corporate secretarial support in opening of the liquidation process, notification to the Court and public, maintenance of accounting records, preparation of the financial statements, and closing procedures
  • Virtual Office Services – designated telephone lines, fax numbers, mail forwarding, internet and email
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REQUIREMENTS FOR ESTABLISHING A COMPANY

Starting from 1st October 2004, the Council of Ministers has approved the complete freedom of the policy governing direct investments from non-residents in Cyprus.

As a consequence the approval from Central Bank of Cyprus is no longer required for non-residents who wish to establish a Company in Cyprus, or acquire shares in existing Cyprus companies, or otherwise to invest in or from Cyprus. Thus, the applications should now be addressed directly to the Department of Registrar of Companies and Official Receiver.

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TYPES OF COMPANIES

An International Business company in Cyprus may perform a wide range of activities the most common of which are set out below:

Headquarter Companies

Cyprus offers ideal conditions for the location of regional management and administrative centers of multinational companies throughout the world with interests in the Middle East, North Africa and Eastern Europe

Trading Companies

There is very wide scope for the use of such companies in Cyprus, particularly in conjunction with trading activities in the region. This is indicated by the numerous trading companies in Cyprus used by organizations and entities of various nationalities. Such companies can be used for triangular trading and also as agency companies receiving commission (main advantage is that the company can register for VAT as well), the export of goods and services from any country to any destination and for transit trade activities.

Holding and Investment Companies

In view of the nil or low withholding tax rates on interest and dividends provided for in the Cyprus double tax treaties, such companies may often be used very advantageously to extract income from treaty countries. An IBC holding company can be the parent for companies registered abroad as well as Cyprus registered IBCs.

Also in view of the new tax legislation, the holding companies operating from Cyprus are now in a much more beneficial position because they can enjoy the benefits deriving from the tax exemptions as well as the corporate tax benefits by virtue of the new tax legislation.

Service Companies

These may provide services such as sales promotion, consultancy, management marketing, etc.

Construction and Engineering Companies

Cyprus is an ideal location for international construction and engineering companies due to the favorable tax treatment afforded to them and the existence of the Cyprus double tax treaties. Foreign contractors or engineers from a foreign country may avoid paying tax in a Cyprus treaty country provided the project does not exceed the duration specified in the respective tax treaty.

Finance Companies

Such companies may take advantage of the Cyprus double tax treaties by providing loans in treaty or other countries where withholding tax on interest is low or nil.

Royalty Companies

Due to the low withholding tax rates for royalties provided in most of the Cyprus double tax treaties, establishing a royalty company in Cyprus can be a very attractive proposition.

Printing and Publishing Companies

Cyprus has developed into a regional publishing, printing and distribution centre mainly due to its low cost, high quality printing services and its excellent telecommunications system. These advantages together with the tax incentives offered, have led to the establishment in Cyprus of many offshore companies engaged in the printing and type-setting of books and periodicals for sale and distribution outside the Republic

Real Estate Companies

Such companies can be used very advantageously for dealings in property, especially in conjunction with the Cyprus double tax treaties. They can be of special interest for real estate investments in Sweden, Denmark, France, the UK and all Central and Eastern European Countries

Employment Companies

An IBC employment company can be used to substantially mitigate the tax paid by expatriates employed outside their home country

Shipping Companies

The establishment of an open ship Registry, as well as other incentives provided by the government, has been important factors in the development of the island as a maritime centre in the region.

Captive and General Insurance Companies

During the past decade, Cyprus has developed into an attractive centre for the establishment of offshore insurance and reinsurance companies intending to transact insurance and reinsurance business internationally and especially in the Mediterranean, Eastern Europe and the Middle East.

Due to tax incentives offered, special insurance law exemptions, swift registration procedures, low running costs and locally available expertise, Cyprus is especially suitable for the establishment of an International captive insurance company.

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CORPORATE AND COMMERCIAL LAW

Our practice in Cyprus includes a full range of services from the start-up of a company to its termination together with its continuous administration. We provide professional assistance in realization of various cross-border transactions offering most comprehensive advice and support.

The firm has handled successfully a significant number of commercial and corporate transactions involving structuring of complex mergers and acquisitions. Our work is specifically valued by our clients for the integrated approach we apply: we offer legal and business support correlated with professional advice on taxation matters and we are also able to undertake the financial related issues – such combination of services resulting in the best possible and effective solutions for our clients.

Our team will assist you in setting up a Company in Cyprus with the exact structure and features which correspond to your requirements in the quickest possible way. A company registered with us is guaranteed to benefit from excellent administration and annual services which include a full range of trustee, fiduciary and secretarial services. We also handle the completion of management tasks linked to capital increases, equity contributions, differentiation of class rights, transfers of shares, restructuring and insolvency services.

Formation and Administration of Cyprus Companies

  • Formation and Administration of Companies in other Jurisdictions
  • Formation and use of Trust
  • International Collective Investments Schemes
  • Mergers & Acquisitions
  • Cross-Border Transactions

Upon the entering of Cyprus in the EU the tax legislation of the country has changed but remained to the benefit of the investor. It is a strong and firm opinion of the Cyprus Government but also of the International Tax Planning Community that Cyprus will continue to be a major International Financial Centre.

Cyprus especially will remain the perfect location for investment to and from Russia and Central and Eastern Europe.

Our firm represents a large number of local, multinational and foreign companies. Our practice manages the full range of corporate services from start-up to completion of incorporation.

We also advise on the drafting, negotiation and implementation of shareholders’ agreements, on the incorporation of shareholders’ agreements in the Articles of Association of companies, on the companies’ management and annual operation, including capital increases, equity contribution, differentiation of class rights etc.

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AREAS OF PRACTICE

The firm handles the full range of legal services and specializes in the areas of:

  • Corporate & Commercial (Formation and administration of Cyprus Companies, Formation and use of Trusts, International Collective Investments Schemes, Mergers & Acquisitions, Cross-Border Transactions)
  • Banking & Finance in Cyprus
  • Cyprus Energy & Gas
  • Admiralty & Shipping Law
  • Litigation, Arbitration & General Practice
  • Cyprus Real Estate and Law
  • Intellectual Property/Royalties
  • Tax Planning and Advising
  • Accounting & Audit in Cyprus
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LEGAL ASSISTANCE

Our firm cooperates with one of the largest and most prominent law firms in Cyprus which is continually expanding its operations. Established in 1981 it is focused on provision of high level advice on complex business and finance projects in the light of its international profile and clientele.

The firm has offices in both Nicosia Cyprus, in Athens and Thessaloniki (Greece) and in Istanbul Turkey and provides assistance in Greek, English, Russian, Ukrainian, French, Italian, German, Turkish, Romanian and Arabic languages.

Moreover, it is staffed with 28 qualified lawyers and tax and accounting consultants, and an administrative team of 55 employees.

We offer a full range of legal and consulting services and specialize in the areas of Corporate& Commercial, Banking & Finance, Litigation, International Tax Planning and International Debt Collection.

The firm in Athens offers support in Corporate, Business and Investment matters relating to Greece, and Commercial Debt Collection. Its team of international lawyers provides professional legal advice and assistance in Dispute resolution, Civil, Commercial, Real Estate and Construction law.

The activities of our colleagues in Istanbul are dedicated to International Debt Collection.

Moreover, through our associates we have established a network of International layers and have professional law representatives worldwide thus assuring our efficient legal assistance throughout the globe.

Our collaborators are members of a number of professional associations including: International Bar Association, Cyprus Bar Association, ITPA (International Tax Planning Association), STEP, (Society of Trust and Estate Practitioners), IAG International Advisory Group, Center of International Legal Studies, Offshore Institute League International for Creditors (LIC), The Commercial Law League of America (CLLA), Credit Services Association (CSA) of UK, the American Collectors Association (ACA), International Association of Commercial Collectors (IACC), TCM Group International, Hellenic Collectors Association.

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INTELLECTUAL PROPERTY / ROYALTIES

We advise on patent and copyright matters, including the structuring of patent portfolio, trade mark protection, design registration as well as licensing of technology and royalties.

We work closely with our clients to secure appropriate national and international IP protection and to defend it where necessary. Our services include:

  •  advice and assistance in acquisition, registration and protection of all types of intellectual property in the territory of Cyprus, European Union and worldwide
  •  patent, trademark, copyright proceedings
  •  franchising and licensing
  •  competition and agency law
  •  advice on all related tax aspects.

 

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LITIGATION, ARBITRATION, GENERAL PRACTICE

Our collaborate firm has a wide litigation practice, covering all areas of general and commercial law. They have been involved in all types of disputes, including national and international arbitration, commercial, intellectual property, banking and finance, tax issues, bankruptcy, insurance, shipping, real estate, securities, family, successions and controversies raised during the enforcement of civil and commercial judgments procedures including foreign judgments and arbitration awards and pursing interim pre-emptive remedies.

The name is well known in the following areas:

  •  Banking and Commercial litigation
  •  Contractual disputes
  •  Bankruptcy and insolvency
  •  Enforcement of foreign judgments and arbitral awards
  •  International arbitration
  •  Mediation.
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INTERNATIONAL COLLECTIVE INVESTMENT SCHEMES

Our firm can help in the creation of an international collective investment scheme by assisting with:

  • the constitutional documentation and the offering memorandum of the scheme
  • the application of the scheme for recognition by the Central Bank of Cyprus
  • the offering of administrative services to the scheme

Legal Frame

The International Collective Investment Schemes Law, 1999 has provided the required legal framework for the registration, regulation of operations and supervision of CISs

An ICIS can take the following legal forms :

  • International fixed capital company
  • International variable capital company
  • International unit trust scheme, and
  • International investment limited partnership

The sole object of an ICIS is the collective investment of funds of the unit holders.

Private International Collective Investment Scheme

The Private ICIS has to satisfy the following requirements:

  • take the form of International public variable capital company
  • The maximum number of participants in the share capital is 100, and it will be included in the company’s articles and memorandum.
  • The Private ICIS will be able to invest in any securities at any stock exchange in the world.
  • An initial application can be filed with the Central Bank of Cyprus to register the Private ICIS along with the questioners for the directors and shareholders of the ICIS. If these are accepted then we will proceed to register the ICIS

If a company is formed to administer the ICIS then it must accompany the above questions and application

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FORMATION AND USE OF TRUST

Our firm holds extensive expertise on the creation of a wide spectrum of trust structures from very simple bare trusts to more complicated discretionary trusts or “shareholding trusts”

International Trust

The main Trust law of Cyprus enacted In 1955 is based on the English Trustee Act 1925 and on the doctrines of equity and case law of England. In order to strengthen the infrastructure of Cyprus as a truly international financial centre, the Cyprus Authorities have introduced through new legislation – Law 69(1) I 1992 – the concept of the Cyprus International Trust

The creation of a trust can:

  • mitigate tax liabilities, or help in the avoidance of tax;
  • preserve confidentiality;
  • allow a family to retain ownership of property;
  • permit the control and enjoyment of assets to be maintained, despite giving or selling the assets to others;
  • benefit certain groups of people, for example, the mentally disabled, while control of the property is withheld from them;
  • act as a management vehicle. Investment Trust Funds, banks, etc. manage funds for their clients through a structure of a trust and an offshore company that acts as a trustee;

For a trust to qualify as an international trust, the following requirements must be fulfilled:

  1. the settlor must not be a permanent resident of Cyprus;
  2. no beneficiary, other than charitable institution, can be a permanent resident of   Cyprus;
  3. the trust property cannot include any immovable property in Cyprus;
  4. at least one trustee must be a permanent resident in Cyprus.

Cyprus International Companies do qualify as residents of Cyprus for the purpose of the Law.

Types Of Trusts

Trusts are divided in the following main categories:

  • Private Trusts
  • Express Private Trust
  • Resulting Trust
  • Constructive Trust
  • Implied Trust
  • Charitable Trust
  • Fixed Trust
  • Discretionary trust
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