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The Ultimate Guide To
Employment in Cyprus

Cyprus Facts

Population size: 1,176,598
Currency: Euro €
Capital city: Nicosia
Languages spoken: Greek, Turkish
Ease of Doing Business: 45

Employing in Cyprus: What You Need to Know

Cypriot employment law is relatively straightforward and flexible. There are minimal statutory requirements with regards to contracts, termination procedures as well as employee pensions and holidays. On the whole, the Cypriot labour market is much more flexible than most of its European counterparts. As the following only aim to act as a guide in the broadest sense, it is still recommended that professional legal advice be sought when employing in Cyprus. For further reading, please refer to the Cypriot Ministry of Labour's website here.

Key Factors to Consider When Employing in Cyprus

While not as highly unionised as European neighbours such as Spain and Italy, it is still common for workers in certain industries to be represented by trade unions and have collective agreements that regulate their working status. The main industries that are organised in trade unions are the building industry, the transportations industry, dockworkers, maritime workers and farmers. The remainder of employment relationships are dictated through employment contracts between the employer and employee.

GEO Solutions or DIY Employment in Cyprus?

GEO Solutions or DIY Employment

Companies entering Cyprus must make a decision whether to use their own resources for a Do-It-Yourself (DIY) approach, or to use a Global Employment Organization to handle payroll and employment responsibilities. A GEO or Cyprus Employer of Record solution makes it faster, easier and cheaper to deploy staff if they don’t have a Cypriot entity established that can run payroll.

A DIY approach will typically take 6-9 months until there is a local incorporation ready to run payroll and can cost up to 6 figures if registered capital is required. Shield GEO can deploy foreign staff in 4-6 weeks and local staff in 48 hours. Additionally Shield GEO is responsible for all compliance issues related to the employment.

Outsourcing Employment Through a GEO Employer of Record Service

Using Shield GEO Employer of Record Services in Cyprus

Compliance with local employment requirements is just one of the issues foreign companies face when employing staff in Cyprus. For companies which intend to employ their staff directly through their incorporated Cypriot entity, professional legal advice is recommended. Shield GEO provides an alternative path for companies to outsource the employment of their staff in Cyprus.

As a Global Employer Organization (GEO), Shield GEO acts as the Employer of Record and ensures the employment is compliant with host country regulations regarding employment. In addition Shield GEO will handle payroll processing, tax and immigration. Using Shield GEO is the fastest and most cost effective way to deploy local and foreign workers into Cyprus.

The Shield GEO solution is an attractive alternative where

– the company is looking to employ staff quickly

– the company doesn’t have an appropriately incorporated entity in Cyprus

– the company wants to work within a defined budget

– the company wants to limit its initial commitment in Cyprus

– the company needs help with tax, employment, immigration and payroll compliance in Cyprus

Payroll

Payroll Cyprus
Management Fee for Employer of Record Services / Monthly Payroll Costs

Please contact us for a quote

Notes

Shield GEO pays the employee on a monthly basis, typically on the last working day of the month although we can adapt to your preferred schedule. Income tax and social security (where applicable) are deducted at source and paid to the local tax authorities.

Currency ?

Euro €

 
Grossed income Tax Rate (%)
0-€19,500 0
€19,500-28000 20
€28001-36300 25
€36301-60000 30
Over €60000 35
Tax Returns Supplied

N/A

Corporate Tax Requirements

Companies are required to submit their tax returns by 31 March of the year following the tax year via electronic submission, which is mandatory for companies. The tax year is usually the calendar year.

Companies must make two provisional payments of tax on 31 July and 31 December. If the income declared for the payment of the provisional tax is lower than 75% of the income as finally determined, an additional amount equal to 10% of the difference between the final and provisional tax is payable.

Employers Social Security and statutory contributions

Employer’s total contributions include:

  • Social Insurances’ contributions amounting to 7.8% of the employee’s monthly salary.
  • Contributions to the Social Cohesion Fund equal to 2% of the employee’s monthly salary.
  • Contributions to the Redundancy Fund equal to 1.2% of the employee’s monthly salary.
  • Contributions to the Industrial Training Fund equal to 0.5% of the employee’s monthly salary.
  • Contributions to the Leave Fund (in lieu of holiday pay) equal to 8% of monthly salary [however, exemption may be obtained from having to contribute to this fund]

All monthly contributions are capped at € 4,533.

In addition to the above, both employers and employees are also subject to a special contribution for any individual with monthly gross employment income above €1,500. The rates range from 0-3%, and are shared equally between the employer and the employee.

Employees Social Security and statutory contributions

Employees only make contributions towards Cypriot Social Insurance. The employee’s total contributions amount to 7.8% of their monthly salary. All monthly contributions are capped at € 4,533.

In addition to the above, both employers and employees are also subject to a special contribution for any individual with monthly gross employment income above €1,500. The rates range from 0-3%, and are shared equally between the employer and the employee.

Insurance requirements

Shield GEO does not provide sponsored work permits in Cyprus at this moment.

Can supply private health care

N/A

Can assist opening bank accounts

N/A

Work Permits

Work Permits
Can Sponsor Work Permit

No

Work Permit cost

Shield GEO does not provide sponsored work permits in Cyprus at this moment.

Work Permit processing time

Shield GEO does not provide sponsored work permits in Cyprus at this moment.

Work Permit process

Shield GEO does not provide sponsored work permits in Cyprus at this moment.

Business Visas

Business Visas
Can do Business Visa

N/A

Business Visa Cost

Shield GEO does not provide business visas in Cyprus at this moment.

Business Visa processing time

Shield GEO does not provide business visas in Cyprus at this moment.

Payroll and Tax in Cyprus

Foreign companies operating in Cyprus may find it challenging to deal with the complexities of the country’s tax system. The primary concerns for a foreign company that needs to comply with tax laws in Cyprus are: Individual income tax (IIT) for employees in Cyprus, social security costs, VAT, withholding tax, business tax and permanent establishment concerns.

Information Explanation
Remote Payroll ?

A remote payroll in Cyprus is where a foreign company, i.e. a non-resident company, payrolls a resident employee in Cyprus. This applies to both local and foreign employees. One option for a non-resident company to payroll its employees (local and foreign) in Cyprus is to use a fully outsourced service like a GEO or PEO which will employ and payroll the staff on their behalf.

Local Payroll Administration ?

In some cases, a company will register their business in Cyprus under one of the forms available but prefer to have another company administer its payroll. This can be accomplished through a payroll provider. It is important to note that the company, as the Employer of Record, is still fully responsible for compliance with employment, immigration, tax and payroll regulations. But the payroll calculations, payments and filings can all be outsourced to the payroll provider.

Internal Payroll ?

Larger companies with a commitment to Cyprus may wish to run their own local payroll for all employees, foreign and local. In order to accomplish this, they will have to complete the incorporation, register the business and then hire the necessary staff. There will be a need for in country human resources personnel who have the background needed to manage a Cypriot payroll and can fulfil all tax, withholding tax and payroll requirements.

This approach carries significant cost and requires some knowledge of local employment and payroll regulations. The company will need a local accounting firm and potentially legal counsel to ensure full compliance with Cypriot employment laws.

Fully Outsourced Payroll & Employment ?

Companies can outsource the employment and payroll of their staff in Cyprus to a GEO, like Shield GEO. This is possible for both foreign workers and Cypriot nationals. This is the easiest, fastest and safest way to payroll staff in Cyprus.

Shield GEO manages all aspects of payroll for workers in Cyprus, including taxes, withholding, social security payments and other statutory requirements. Shield GEO becomes the Employer of Record and employs the staff on behalf of the client.

Staff are paid monthly with tax and social security deducted at source and paid to local authorities. Shield GEO will invoice the client monthly in advance of the payroll date. The invoice consists of the Total Cost of Employment (Base salary + Employers Statutory Contributions + Additional statutory contributions) and a Management Fee. Shield GEO provides the employees with payslips.

Read more about outsourced payroll and employment through Shield GEO.

Jump to...

Tax Figures

Information Explanation
Corporate Income Tax ?

The current corporate tax rate in Cyprus is 12.5%.

Income Tax Rate ?
Grossed income Tax Rate (%)
0-€19,500 0
€19,500-28000 20
€28001-36300 25
€36301-60000 30
Over €60000 35
Payroll Tax ?

No

Sales Tax ?

VAT is imposed on the supply of goods and provision services in Cyprus, as well as on the acquisition of goods from the European Union (EU) and the importation of goods into Cyprus. Taxable persons charge VAT on their taxable supplies (output tax) and are charged with VAT on goods or services which they receive (input tax).

The registration threshold for VAT purposes is € 15,600 (€ 10,251 for intra-community acquisitions of goods.

The current standard rate of VAT imposed on taxable goods and services is 19%, with reduced rates of 0%, 5% and 9%.

Withholding Tax ?

Cyprus imposes withholding tax (WHT) on certain classes of income earned by non-residents:-

  • Dividends: No WHT applies. However, a 17% Defence Fund tax is withheld from dividends paid to resident individuals. This tax is a final tax.
  • Royalties: 5% on film royalties, and 10% on all other royalties
  • Interest: No withholding tax is imposed on interest paid to a nonresident. Interest paid to a resident is subject to Defense Fund Tax deducted at source at 30%.
  • Technical service fee: 10%
 A reduced rate may be available under an applicable Double Tax Treaty or EU Directive.
Other Tax ?
  • Immoveable property tax: Immovable property tax (IPT) is imposed on immovable property located in Cyprus and held by individuals and legal entities at 1 January each year. The tax base is the value of the property as at 1 January 1980, as determined by legislation. The rates range from 0.6% to 1.9%.
  • Stamp duty: Imposed on certain instruments relating to a property situated in Cyprus or to an act to be performed in Cyprus. Stamp duty on commercial contracts is charged at rates that vary according to the contract amount. A ceiling of € 20,000 per document applies.
  • Transfer taxes: The transfer of immovable property is subject to a transfer fee ranging from 3% to 8%, calculated on the market value of the property as estimated by the land registry department.
  • Special contributions for defence taxes: Defence Fund taxes are imposed on income derived by companies and individuals resident in Cyprus from sources in Cyprus. The Defence Fund tax is levied on dividends (17%) [in some cases], interest (30%) and rents (3%). A basic levy of 0.15% (paid in four instalments of 0.0375%) of specified liabilities is payable by all credit institutions incorporated in Cyprus and by their foreign branches. An annual company levy of € 350 is imposed on companies, capped at a total of € 20,000 for companies in a group. The levy is payable by 30 June of each year, with penalties applying for late payment.
Time to prepare and Pay Taxes ?

127 hours

Time required to start a Business ?

6 days

Immigration and Work Permits in Cyprus

Employment of foreign nationals in Cyprus is largely governed by the availability of equivalently qualified Cypriot or EU/EEA personnel to fill the vacancy. However, the Cypriot government has exempted executive directors, middle-management staff and other key supporting staff working for international business companies from this requirement.

Using your own company?

Foreign nationals may work in Cyprus if he or she has an employment visa. Employment visas are issued to foreign nationals who are employed in Cyprus by Cypriot entities.

Professional and clerical employees are usually not granted visas unless no qualified local (i.e. Cypriot or EU/EEA) personnel are available. A local employer must prove that it cannot find a Cypriot employee with comparable experience.

Step 1: Initial application with the Cyprus Department of Labour

In making an initial application to the Cyprus Department of Labour, a Cypriot employer must usually submit the following documents (while the foreign national is still abroad):

(1) Form M58: completed, signed by the employer and stamped.

(2) Form M64: completed, signed by the employer and stamped.

(3) Copy of the passport pages which include the applicant’s personal data and the expiry date which should be at least until the date of the expected employment period as stated by the employment contract.

(4) Original employment contract stamped by the Commissioner for Stamp Duty (IRD) and for supporting staff (Cat. 3) also stamped by the District Labour Office. Only for supporting staff (Cat. 3): Copy of the approval form issued by the Department of Labour in Nicosia

(5) Original Clean Criminal Record Certificate – Certified by Diplomatic Means – Translated in English here in Cyprus (for example by PIO)

(6) Original Medical Certificates certified by diplomatic means and translated in English here in Cyprus (for example by PIO) showing negative results for Tuberculosis, Hepatitis B and C, HIV/AIDS and syphilis. These certificates should be not older than 4 months.

(7) Bank guarantee (€350-850 according to the country of origin) to cover possible repatriation expenses. The validity of this guarantee should be at least 12 months beyond the expected employment period. Some employers may have an agreement with the CRMD whereby they issue a collective bank guarantee for all their present and future TCN staff.

(8) List of the company’s personnel (existing + new applicants). Company’s Tax Clearance Certificate issued by the Internal Revenue Department (if not in possession of the Migration Department yet).

(9) Company’s audited financial statements of the previous year including the auditor’s report regarding the company’s viability (if not in possession of the Migration Department yet).

(10) Submission fee of€34,17 for each application

In deciding whether approval is granted, the Department usually takes into account several factors, most importantly the availability of suitably qualified local personnel (Cyprus / EU/EEA nationals).

Agency: Department of Labour

Step 2: Application for a work permit to the Civil Registry and Migration Department

Once obtaining a recommendation letter from the Labour Department, employers can then proceed to file an application with the Civil Registry and Migration Department for a work permit for the foreign national. A valid work permit is a prerequisite for all non-EU foreign nationals wishing to work in Cyprus.

The application form can be found here.

Time: Usually 4-6 weeks after submission, although a work permit can take up to 6 months to be examined

Duration of general employment visa: 4 years (6 years for livestock and agricultural farming).

However, the following persons are exempt from the 4 year limit:

(a) Highly skilled personnel employed in companies with turnover of more than a million or hundreds of thousands euros and whose activities are within the economic development priorities set by the Cypriot government

(b) Executive directors, middle-management staff, executive staff and other key personnel working in companies with foreign activities (international business companies) [Please refer to the Section below on ‘Employees of International Business Companies]

(c) Athletes and coaches of individual or team sports

(d) Religious icon painters

Step 3: Obtain a residence permit

After obtaining a work permit, foreign nationals may obtain residence permits valid for a duration of up to one year. The residence permit is renewable. The number of times the permit may be renewed and the renewal period depend on the purpose of the permit.

Employees of international business companies 

International business companies certified with the Migration Department are able to easily employ foreign nationals falling under categories (b) mentioned above, namely Executive directors, middle-management staff, executive staff and other key personnel.

To qualify as an international business company, employers have to meet the following criteria:

(1) (a) The majority of the company’s shareholders have to be foreign (= non Cypriot). In case the shareholders are other companies, proof should be given of the identity of the ultimate or beneficial shareholders in order to be approved by the Civil Registry and Migration Department. The following companies are exempted: Public companies registered in any recognised Stock Exchange as well as International Business Companies which were operating before the change of regime and for which the Central Bank of Cyprus possesses all the necessary data.

(b) In case the percentage of the foreign participation in the share capital of a company is equal to, or below 50% this foreign participation should represent an amount of €171.000 (100.000 CYP) or more.

(c) Applications of companies offering only services and therefore investing capital below €171.000 will be examined, taking into consideration that the nature of their business may not require a higher capital investment.

(2) Newly established companies will have to prove by banking and other documents that the direct foreign capital investment amounts to at least €171.000 and that this capital was brought into Cyprus legally from abroad.

(3) All applying companies have to operate from self-contained offices in Cyprus, located in suitable distinct premises, not part of a private residence or another office (except if they share tenancy). If the nature of the business allows people to work from their home, such cases will be examined individually.

To be certified with the Migration Department, employers will need to submit the following documents:

(1) Certificate of incorporation: original and stamped by the Registrar of Companies.

(2) Certificate of registered office: original and stamped by the Registrar of Companies.

(3) Memorandum and Articles of Association: original and stamped by the Registrar of Companies.

(4) Certificate of Directors: original and stamped by the Registrar of Companies.

(5) Certificate of Shareholders: original and stamped by the Registrar of Companies.

(6) Profile describing the nature of the company’s business and details of its operations. List with the names, full addresses, passport numbers and nationalities of the ultimate shareholders of the applying company. This is not required if: (1) the company is registered in any recognized Stock Exchange, in which case proof of such registration must be submitted or (2) the company was operating before the change of regime and for which the Central Bank of Cyprus possesses all the necessary data.

(7) List of the Company’s personnel (applicants and employees).

(8) Original bank statement with a minimum balance of€41.006.

(9) Title deed or lease agreement or contract of sale and purchase of the offices in Cyprus. If these documents are not available when the application is submitted then they should be submitted to the CRMD within 3 months from the date of application.

(10) Proof by banking and/or other documents that the direct foreign capital investment amounts to at least €171.000 and that it was brought into Cyprus legally from abroad.

Employee classification 

(a) Executive Directors 

Includes employees who are:

i. Consulting Directors or Partners (as registered with the Registrar of Companies)

ii. General managers of branches and subsidiaries of foreign companies

iii. Departmental managers

The maximum number of Executive Directors that can be employed is generally 5, unless the company can justify otherwise. Newly appointed Executive Directors must be paid a minimum of €3872 and above per month. This amount may be adjusted from time to time according to fluctuations in the salary index

Duration: There are no restrictions on the length of employment of these employees

(b) Middle management staff, executive staff and other key support staff

Staff falling under this category include Directors who are not considered to be Executive Directors as defined above, other Executive / middle-management staff or other managerial, clerical or technical personnel with a monthly salary ranging from €1936- €3871. The amounts may be adjusted from time to time according to fluctuations in the salary index.he maximum number of these employees permitted in this category in 10.

The CRMD has the discrete authority to decide on the employment of more than 10 people in justified, depending on each company´s operation data.

Where the company wishes to employ more than 10 people, the company should justify the necessity of the employment of third country nationals, taking into consideration the payments as well as-
i. The scope of the company´s activities
ii. The proportion of foreigners to Cypriots and
iii. The duration of the company´s operation

Duration: There are no restrictions for the residence period of these employees.

(c) Other support staff 

All

All third country nationals employed in other professional, managerial, technical, clerical etc. positions in Cyprus and do not fall under the abovementioned categories (a) and (b), are classified in the remaining supporting staff.

Companies are expected to employ Cypriots or European citizens for this category, unless it can be shown that no suitably qualified local personnel are available. A company may employ third country nationals in positions of this category, following the procedure and submitting all the certificates/supporting documents described in the list of accompanying documents after an affirmative decision (stamp of contact) is ensured by the Labour Department.

To read more about employing foreign nationals as an IBC, please refer here.

Use the Shield GEO Employer of Record Solution?

Shield GEO does not provide sponsored work permits in Cyprus at this moment.

Types of visas in Cyprus

Category Description of Visa
EU/EEA Nationals

Under the EU principles of freedom of movement, EU/EEA Nationals are free to work in Cyprus without a work / residence permit. EU Nationals from member states have the right to enter Cyprus by simply showing a valid EU passport or ID card without having to register upon arrival.

If there is an intention to stay and take up employment, the EU/EEA national has to:

a) Apply for a Registration Certificate. This application must be submitted during the first 4-month period eight days after entering Cyprus at the local Immigration Branch of the Police (a fine is imposed in case of non-compliance, although this is rarely imposed in practice).

In applying for a registration certificate, the EU citizen must turn up personally at the Civil Registry and Migration Department (this service is for the time being, provided at the local Immigration Branch of the Police in all districts except Nicosia where a District Migration Office exists) and submit the following documents:

– A duly completed standard form (obtainable from Civil Registry & Migration Dept or from the local Immigration Branch of the Police) depending on the category of residence permit one is applying for (employed activity, self-employment etc.).
– Valid Passport or ID Card
– 2 photos
– A fee of €8,54)

(Note: if one is applying for dependants, he must present certified true copies of marriage certificate, birth certificates of children etc.).

b) apply for a social insurance number upon securing employment in Cyprus

The registration certificate is issued within 6 months from the date of application.

The application forms can also be downloaded from the website of the Ministry of Interior: http://moi.gov.cy (more information at +357 22804400 migration@crmd.moi.gov.cy)

General Employment

Work permits for non EU/EEA nationals are generally only granted if no local Cypriot or EU/EEA qualified personnel are available. However, this does not apply to highly-skilled personnel, employees from international business companies, athletes and religious icon painters.

Duration: 4 years and renewable

Employees of International Business Companies

Executive directors, middle-management staff, executive staff and other key personnel working in companies with foreign activities who are employed by international business companies certified with the Migration Department may apply for this visa.

Duration: No restrictions on length of time employed

Setting up a company in Cyprus

When setting up a company you may want to consider these factors:

  1. Business Factors

    Generally, Cyprus does not impose any specific requirements on foreigners wishing to establish a business presence in the country.

    In deciding on whether to invest in Cyprus, you may also want to consider the following when making your decision :-

    • The industry and type of business that will be conducted
    • Nationality of the headquarters / individuals (s)
    • Presence of existing trade agreements or relationships
  2. Location

    Location will be another factor. Separate cities and regions may have different rules, costs and availability. It is always recommended to seek advice from relevant professionals, such as business or legal advisors, accountants and others depending on your needs.

There are three types of business forms available to foreign companies in Cyprus. Each of these business forms has distinct advantages and disadvantages, as well as differing scope of business activities, registration requirements and minimum capital requirements. In most cases it will depend on the degree of commitment a company has to Cyprus and the planned business activity.

When setting up a company in Cyprus, you have the following options:-

  • Corporation
  • Branch Office
  • Representative Office

This article provides a general guideline for foreign businesses on entering Cyprus for business purposes. In particular, it looks at common pathways to establishing a business presence in Cyprus, generally through a corporation, branch or representative office. In addition, various economic, tax and regulatory factors are provided throughout as a source of useful information to assist those who will enter the Cypriot economy. The guide also looks at some immigration requirements such as obtaining appropriate visa status.

Data is based on the time of writing, August 2015 or closest available dates.

Corporation

There are generally no restrictions imposed on foreigners wishing to set up a company in Cyprus. Incorporation is typically a straightforward and inexpensive process. However, under Cypriot legislation, only lawyers licensed by the Cyprus Bar Association or service providers cooperating with a licensed lawyer are allowed to apply for registration of a Cypriot entity. Only a licensed lawyer is allowed to prepare the Memorandum and Articles of Association and sign the HE1 Declaration Form, although anyone is entitled to file the forms at the Registrar of Companies. As such, foreigners wishing to set up in Cyprus are required to enlist the services of a licensed lawyer and/or service provider.

In Cyprus, there are two main types of corporations that can be set up:

  • Private limited corporation
  • Public limited corporation

 

Types of corporations

1. Private limited corporation

Investment Capital Requirements

There are no minimum or maximum share capital requirements.

A private limited liability company must have between one and 50 members. The right to transfer shares is restricted and shares or debentures cannot be subscribed to the public.

Management

A minimum of at least one director and one secretary is required. If there is only one member, that member may act as the director and the secretary. There are no nationality requirements imposed on directors. The company’s memorandum of association may specify that directors have unlimited liability for the debts/obligations of the company.

2. Public limited corporations

Companies wishing to list on the Cyprus Stock Exchange are required to set up a public limited corporation. In addition to the legislation applicable to limited liability companies, they have to conform to the provisions of the Cyprus Stock Exchange and Cyprus Securities and Exchange Commission regulations.

Investment Capital Requirements

A public limited liability company must have at least seven members. Shares may be transferred and shares and debentures may be offered to the public. The minimum capital requirement for a public limited liability company whose shared are offered for subscription is EUR25,629.

Management

A minimum of at least two directors and one secretary is required.

Accounting / auditing requirements for Cypriot entities

All limited liability Cypriot companies are required to submit audited financial statements to the Registrar of Companies in Greek or English (excluding small sized companies, as defined under Cypriot law).

These financial statements must be prepared on an annual basis, except for the first financial statements of a company which can cover a period of up to eighteen months from the date of the company’s incorporation. Companies having subsidiaries and are not exempted from International Financial Reporting Standards or from the Cyprus Companies Law, Cap. 113, Section 142 are required to file their consolidated financial statements.

Incorporation process

As stated before, incorporation of a Cypriot entity can only be undertaken by a licensed lawyer and/or service provider under Cypriot law.

Step 1: Approval of a company name

The lawyer or service provider that the applicant has engaged will fill in the name application form (i.e., proposed company name, scope of business, applicant’s contact details, etc). After confirming from the Registrar’s website that the proposed name doesn’t already exist, he or she fills and submits the form online and pays the application fee electronically.

It is noted that some lawyers or service providers typically maintain a number of “shelf names” – company names already approved by the Registrar. These are offered to clients whose needs are time-sensitive and who are indifferent of the actual name of the company. This means that the applicant can have an approved company name in virtually no time. In any case, it is always possible to change a company name once the company is incorporated, although this may require some additional time and cost for a registered company.

Agency: Registrar of Companies

Time: Approximately 1 month (2-5 working days under the accelerated procedure)

Cost: €10 (€30 if the accelerated procedure is selected)

Step 2: Lawyers to prepare the Memorandum and Articles of Association

The Registrar of Companies has no standard form for the Memorandum and Articles of association. The Companies Law provides a general template applicable for any kind of activities.

It is a statutory requirement to have lawyers prepare the Memorandum and Articles of Association, who are also required to sign the relevant declaration.

The following information is typically required:

  •  A brief description of the main objects of the company, unless the standard Memorandum and Articles of Association are to be used. (Eventhough it is usual for law firms to use standard M&A for holding companies, some other lawyers may adopt Table A of the Company Law or may draft the M&A according to clients’ instructions);
  • The amount of nominal share capital (i.e., €1000) and how it is divided (i.e., 1000 shares of €1 each). If the company to be incorporated is a public company there is a minimum share capital of €25.629.
  • The names, addresses, passport details of the proposed directors and secretary of the company;
  • The proposed registered address of the company;
  • Certified copies of the passports of the ultimate beneficial owners of the company;
  • Bank or other references on the good standing of the ultimate beneficial owners;
  • The chain of ownership behind the Cyprus Company up to and including the ultimate beneficial owners.
  • Any other information necessary to satisfy the requirements of the Know Your Client requirement “KYC” in order to comply with the Anti-Money Laundering Law and other corresponding guidelines.

Cost: Varies, approximately  €1,000

Time: 1 day on average

Step 3: Submission of documents at the Companies Section of the Department of Registrar of Companies and Official Receiver

The legal representative is required to submit four forms at the Registrar of Companies:

1. Declaration Form (HE1)8

2. Declaration Form concerning the registered office address (HE2)9

3. Form containing details on the Company Directors and Secretary (HE3)10

4. Original Memorandum and Articles of Association which should be signed by:(a) the subscribers to the Memorandum whose signatures must be attested by at least one witness; and (b) the lawyer who has drawn up the same.

Agency: Companies Section of the Department of Registrar of Companies and Official Receiver

Time: 2 working days

Cost: Approximately €205 registration fees + 0.6% on the authorized capital. A full list of Registrar fees can be found here.

After the Registrar processes the application and, provided all the information and documentation submitted is complete and accurate, the company will be issued with a Registration Certificate.

Step 4: Other registration procedures 

All companies must register with the Cyprus Inland Revenue Department and obtain a tax identification number. They may also need to register for VAT, as well as with the employers’ register of the social insurance services. Each registration process should take approximately 1-2 working days, provided that the applicant submits the necessary information and documentation without errors or omissions.

Other matters

From 2011 onwards, the Cypriot Government has also imposed an annual levy of €350 which has to be paid by 30th June each year by every limited liability company that is registered in Cyprus. A penalty is imposed if the fee is not paid within the prescribed period and it increases accordingly to the time of delay of payment. If the fee is paid within 2 months from the appointed date then a penalty of 10% is imposed which increases to 30% if the fee is paid within 5 months from the appointed date. However, if the fee is not paid within the aforesaid time limits then the Registrar of Companies will strike the company off the register. A company struck off as aforesaid may be reinstated in the register within a period of 2 years from the strike off with the payment of a fee of €500 and after the lapse of two years from the strike off with the payment of €750.

Further information about business entities and the incorporation process in Cyprus can be found here.

Branch

Foreign corporations operating in Cyprus can operate as a branch office without the need to incorporate. However, it is generally advisable to incorporate rather than set up a branch office in Cyprus, given the numerous drawbacks associated with having a branch office. Having said that, foreign enterprises wanting to set up a branch in Cyprus for lower levels of activity are allowed to do so.

Branch Investment Capital Requirements

No minimum capital requirements.

The parent company is fully liable for the liabilities of the branch.

Incorporation process

The incorporation process is largely similar to that for corporations.

A branch must apply for registration with the Registrar of Companies or the “One Stop Shop” (for expedited applications) within 30 days of being established in Cyprus. Registration is generally complete within one month, or within one week under the expedited service.

Management

A Cyprus resident must be appointed who is authorised to accept notices etc that need to be served on the company.

 

 

Representative Office

This is the easiest and least expensive type of foreign investment structure to set up and has no registered capital requirements. The defining characteristic of an RO is its limited business scope.  An RO is generally forbidden from engaging in any profit-seeking activities, and can only legally engage in purely marketing or informational activities relating to commercial, financial and economic matters but does not actually conduct any actual business.

ROs are not considered to be a separate legal entity and are not permitted to carry out economic activity in Cyprus. Representative offices may conduct activities, including research, liaison and promotion.

Registration with the tax authority and other agencies may be required.

Other types of business entities

Other types of entities or arrangements that may be considered for operating in Cyprus include:

1. Partnerships (general/limited)

2. International trust (typically used for tax planning purposes as opposed to business reasons)

3. European Company (Societas Europeas)

Outsourcing Employment Through a GEO Employer of Record Service

Whether to incorporate in Cyprus, and what sort of entity to setup are just two of the many choices companies must make when expanding into a new market.

If the company intends to have staff in Cyprus they must also decide whether they will administer that employment internally or use a Global Employment Organization to handle payroll and Employer of Record responsibilities. A GEO Employer of Record solution is an attractive alternative where

  • the company is looking to setup an office quickly
  • the company wants to work within a defined budget
  • the company wants to limit its initial commitment in Spain
  • the company needs help with tax, employment, immigration and payroll compliance in Cyprus

The complexity of employment regulations in Cyprus makes the use of a GEO advisable coupled with local legal counsel to ensure full compliance with employment laws, for example the drafting of local contracts for workers.

Shield GEO provides a comprehensive service in Cyprus allowing companies to deploy their staff quickly with reasonable, clearly stated costs and timeframes. The company contracts directly with Shield to employ and payroll their staff on their behalf in Cyprus.

Shield GEO then becomes the Employer of Record. Shield GEO assumes the legal responsibility for these employees, sponsoring them on work permits, complying with local employment law and running their monthly payroll. Using Shield GEO is the fastest and most cost effective way to deploy local and foreign workers into Cyprus. Read more about outsourced employment through Shield GEO.

  • Cyprus Employer of Record Overview

Cyprus Employer of Record Overview

  • Cyprus Employer of Record Overview

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Cyprus

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