Understanding Company Registration in Cyprus: A Strategic Guide

Cyprus offers a compelling business environment within the European Union, attracting international companies with its favorable tax regime and strategic location. Selecting the appropriate corporate structure is the foundational step for any business venture on the island. This guide outlines the primary options available to foreign investors.

Private Company Limited by Shares

The Private Company Limited by Shares (Ιδιωτική εταιρεία περιορισμένης ευθύνης με μετοχές) is the most prevalent corporate form in Cyprus. In this structure, shareholder liability is restricted to the amount, if any, unpaid on their shares. A private company must have a minimum of one shareholder and cannot exceed 50 shareholders. Crucially, it is prohibited from offering its shares to the general public.

Public Company Limited by Shares

A Public Company Limited by Shares (Δημόσια εταιρεία περιορισμένης ευθύνης με μετοχές) is designed for businesses seeking capital from the public. It requires a minimum of seven members and can list its shares on a stock exchange. The minimum required share capital for registration is €25,629. This vehicle is suitable for larger enterprises with significant funding requirements.

Company Limited by Guarantee without Share Capital

This entity (Εταιρεία περιορισμένης ευθύνης με εγγύηση χωρίς μετοχικό κεφάλαιο) operates without share capital. Instead, members act as guarantors, and their liability is limited to a predetermined amount they agree to contribute if the company is wound up. This structure is often used for non-profit organizations, clubs, or professional associations.

Company Limited by Guarantee with a Share Capital

This hybrid entity (Εταιρεία περιορισμένης ευθύνης με εγγύηση και με μετοχικό κεφάλαιο) combines features of the previous two. It has a share capital, and member liability is limited both by their unpaid shares and their guarantee amount. It can be established as either a private or a public company.

Variable Capital Investment Company (VCIC)

The Variable Capital Investment Company (Εταιρεία επενδύσεων μεταβλητού κεφαλαίου) is a specialized entity for collective investment schemes, operating as Undertakings for Collective Investment (UCIs). Its key feature is shares with a floating, rather than fixed, nominal value. Registration requires a license from the Cyprus Capital Markets Commission (CCM). Minimum capital requirements vary significantly based on the VCIC type:

VCIC Type	Minimum Capital Requirement
UCITS (Internally Managed)	€300,000 per investment compartment
UCITS (Externally Managed)	€200,000 per investment compartment
Alternative Investment Fund (AIF) of the Republic	€125,000 per investment compartment
Limited Number of Persons AIF (AIFLN)	€50,000 per investment compartment
Registered AIF (RAIF)	No minimum capital requirement

Essential Documentation for Registration

To initiate the registration process with the Cyprus Registrar of Companies, you must prepare the following documents and information:

Proposed company name
Full details of directors (name, address, nationality, occupation, passport number, date of birth)
Name and address of the company secretary
Registered office address in Cyprus
Business objectives and Memorandum & Articles of Association
Details of subscribed and issued share capital, including shareholder information
Supporting documents for shareholders, typically provided by a bank, accountant, or lawyer
Confirmation of the company's registered capital

Name approval typically takes 5-6 working days. It is important to note that the Memorandum and Articles of Association must be drafted in Greek. The entire registration process generally takes 8-10 working days. Post-registration, companies must also register for social insurance, obtain work permits for foreign employees if needed, and register for VAT and income tax.

The Company Registration Process: A Step-by-Step Overview

The registration journey involves several key stages:

Pre-incorporation Planning: Define the company type, structure, objectives, and draft the necessary constitutional documents.
Name Reservation: Conduct an online search and submit the proposed name for approval. A fee of €10 applies (€20 for expedited service). Names containing regulated words like 'Bank' or 'Insurance' require prior approval from the relevant authority.
Submission of Application: Once the name is approved, you have six months to submit the registration application. This can be done online or via post/mail, with specific forms and fees for each method.
Post-Registration Compliance: After successful incorporation, the company must register with the Tax Department for a Tax Identification Number (TIN) within 60 days and register as an employer with the Social Insurance Services. Annual financial statements and tax returns are mandatory.

Companies are also subject to an annual levy of €350, payable by June 30th each year.

The Legal Framework: Cyprus Companies Law

The Cyprus Companies Law, Cap. 113, provides a comprehensive and robust legal framework governing corporate life. It ensures transparency and stability for businesses. Key aspects include strict corporate governance rules, requiring at least one director, a company secretary, and a registered office. Public companies face additional governance requirements. The law also mandates the submission of annual financial reports to the Registrar.

A significant advantage is the favorable tax structure, including an extensive network of double taxation treaties, making Cyprus an attractive hub for holding companies and international trade.

An Alternative Path: Employing Talent in Cyprus Without an Entity

For businesses looking to test the market or hire specialized talent quickly without the commitment of establishing a legal entity, Employer of Record (EOR) services offer a powerful solution. SailGlobal, as a global EOR provider, can hire employees on your behalf in Cyprus, managing all local compliance, payroll, and HR administration. This allows you to focus on your core business operations while ensuring full adherence to Cypriot labor laws.

Company Registration in Cyprus: A Complete Guide for Foreign Businesses | SailGlobal