Cyprus Companies ‘101′

Companies 101: An introduction to Cyprus Companies

What is a company?

• A company is a legal entity (body, being or ‘thing’). This means it can take legal action and sue people or other companies, or be sued, have legal action taken against it.

What types of companies are there?

• Countries describe them differently, but in the UK and Cyprus the following are the most common types:
  • Public (Public listed company: ‘Plc’); as traded on a stock exchange
  • Private (Private limited company: ‘Limited’ or ‘Ltd’); a private business owned by the shareholders.
• Equivalents to limited companies can be found in other countries. Example:
  • Plc = AG (Germany); SA (France, Poland)
  • Ltd = LLC (USA); GmbH (Germany); Sp. z o.o. (Poland)

Who can own a Cyprus company?

• Cypriots or foreigners or other companies – anybody!

What do you need to start a company?

• A name for the company. The name must be submitted for approval to the Registrar of Companies before proceeding. The chosen name should;
  • Not be the same as an existing company name
  • Not contain words such as: ‘euro’; ‘international’; unless particularly relevant
  • Not be offensive
  • Not contain geographic references, unless particularly relevant
• A description of the activity of the new company
• Name of Ultimate Beneficial Owner/s
• Name of the people who will be the officials (officers) of the company and be responsible for it and it’s conduct (see xxx for more info)
• For owners and each of the officers the following is required: Proof of identity, address and good standing

What are nominees?

• A nominee is a proxy. The nominee might be an individual or a company.
• Nominees provide greater anonymity and flexibility for the beneficial owner especially if the beneficial owner resides in a high tax country. The Beneficial owner can appoint a nominee without losing control or risk, as a nominee may not take any action including management of the company.
• If the owner of the company lives outside Cyprus it is usual for the company to employ nominees.
• Nominees may be appointed for the following :
  • Shareholder
  • Director
  • Secretary
• The following documents are provided by the nominee to protect the security of the beneficial owner:
  • Trust deed
  • Undated Instruments of transfer
  • Directors’ resolution approving the transfer of shares to the actual shareholder
  • The original share certificates issued in the names of the nominal shareholders
  • Undated letters of resignation of the nominee directors
• Cyprus nominee shareholder; Cyprus nominee director; Cyprus nominee secretary; Cyprus nominee services; provision of nominee services in corpus;

How do I form a company?

• All you have to do is find and instruct a competent corporate services company, account or law firm

What are the company documents?

• Articles of Association & Memorandum
  • The articles of association of a company, often simply referred to as the articles are the regulations governing the relationships between the shareholders and directors of the company, Together with the memorandum, they form the constitution of a company.
  • Articles of association typically cover the issuing of shares the different voting and dividend rights attached to different classes of share, restrictions on the transfer of shares, the rules of board meetings and shareholder meetings, and other similar issues.
• Certificates (there are 4 certificates):
  • Certificate of incorporation (proving the company is incorporated in Cyprus on “X” date
  • Certificates of registered address (shows the official address where the “company lives’
  • Certificate of shareholders (showing the name of shareholders and amount of shares held)
  • Certificate of directors & Secretary (shows who does want)
• Company Stamp (for stamping official company documents)

What is Power of Attorney?

• A power of attorney (POA) is an authorisation to act on someone else’s behalf in a legal or business matter. The person authorising the other to act is the Principal (granter of the power), and the one authorised to act is the Agent (the Attorney).

What does ‘certified’ mean and why might I need it?

• A document is certified by, someone who is appropriately qualified such as a lawyer or bank officer or a public notary to prove a document is genuine and authentic.

What does ‘apostille’ mean and why might I need it?

• Apostille is a French word meaning certification. It is commonly used in English to refer to the legalization of a public or government document when it will be used internationally. Under the terms of the 1961 Hague Convention countries accept the legalized documents of other countries as official and genuine.

Cyprus Companies ‘101′

Companies 101: An introduction to Cyprus Companies

What is a company?

• A company is a legal entity (body, being or ‘thing’). This means it can take legal action and sue people or other companies, or be sued, have legal action taken against it.

What types of companies are there?

• Countries describe them differently, but in the UK and Cyprus the following are the most common types:
  • Public (Public listed company: ‘Plc’); as traded on a stock exchange
  • Private (Private limited company: ‘Limited’ or ‘Ltd’); a private business owned by the shareholders.
• Equivalents to limited companies can be found in other countries. Example:
  • Plc = AG (Germany); SA (France, Poland)
  • Ltd = LLC (USA); GmbH (Germany); Sp. z o.o. (Poland)

Who can own a Cyprus company?

• Cypriots or foreigners or other companies – anybody!

What do you need to start a company?

• A name for the company. The name must be submitted for approval to the Registrar of Companies before proceeding. The chosen name should;
  • Not be the same as an existing company name
  • Not contain words such as: ‘euro’; ‘international’; unless particularly relevant
  • Not be offensive
  • Not contain geographic references, unless particularly relevant
• A description of the activity of the new company
• Name of Ultimate Beneficial Owner/s
• Name of the people who will be the officials (officers) of the company and be responsible for it and it’s conduct (see xxx for more info)
• For owners and each of the officers the following is required: Proof of identity, address and good standing

What are nominees?

• A nominee is a proxy. The nominee might be an individual or a company.
• Nominees provide greater anonymity and flexibility for the beneficial owner especially if the beneficial owner resides in a high tax country. The Beneficial owner can appoint a nominee without losing control or risk, as a nominee may not take any action including management of the company.
• If the owner of the company lives outside Cyprus it is usual for the company to employ nominees.
• Nominees may be appointed for the following :
  • Shareholder
  • Director
  • Secretary
• The following documents are provided by the nominee to protect the security of the beneficial owner:
  • Trust deed
  • Undated Instruments of transfer
  • Directors’ resolution approving the transfer of shares to the actual shareholder
  • The original share certificates issued in the names of the nominal shareholders
  • Undated letters of resignation of the nominee directors
• Cyprus nominee shareholder; Cyprus nominee director; Cyprus nominee secretary; Cyprus nominee services; provision of nominee services in corpus;

How do I form a company?

• All you have to do is find and instruct a competent corporate services company, account or law firm

What are the company documents?

• Articles of Association & Memorandum
  • The articles of association of a company, often simply referred to as the articles are the regulations governing the relationships between the shareholders and directors of the company, Together with the memorandum, they form the constitution of a company.
  • Articles of association typically cover the issuing of shares the different voting and dividend rights attached to different classes of share, restrictions on the transfer of shares, the rules of board meetings and shareholder meetings, and other similar issues.
• Certificates (there are 4 certificates):
  • Certificate of incorporation (proving the company is incorporated in Cyprus on “X” date
  • Certificates of registered address (shows the official address where the “company lives’
  • Certificate of shareholders (showing the name of shareholders and amount of shares held)
  • Certificate of directors & Secretary (shows who does want)
• Company Stamp (for stamping official company documents)

What is Power of Attorney?

• A power of attorney (POA) is an authorisation to act on someone else’s behalf in a legal or business matter. The person authorising the other to act is the Principal (granter of the power), and the one authorised to act is the Agent (the Attorney).

What does ‘certified’ mean and why might I need it?

• A document is certified by, someone who is appropriately qualified such as a lawyer or bank officer or a public notary to prove a document is genuine and authentic.

What does ‘apostille’ mean and why might I need it?

• Apostille is a French word meaning certification. It is commonly used in English to refer to the legalization of a public or government document when it will be used internationally. Under the terms of the 1961 Hague Convention countries accept the legalized documents of other countries as official and genuine.

Small companies can save tax too

SIZE DOES NOT MATTER: Small business can enjoy the same tax planning as big business
UK individuals who do not declare income that is held in foreign bank accounts are breaking the law. Her Majesty’s Government recently paid £100,000 for information about Liechtenstein bank accounts held by UK individuals.
However, the same does not necessarily apply to UK companies: Some of the UK’s biggest companies use complex and secretive but perfectly legal tax plans to limit the tax they pay.
Some companies will simply shift the management and control of the business to a low-tax country, however others adopt a different approach:
Diageo plc (UK drinks giant) transferred ownership of brands including Johnnie Walker and J&B to an off shore subsidiary virtually tax-free. It pays UK corporation tax equal to about 2% of gross profits.
Two major drug firms have shifted ownership of their brands to tax havens. Their UK operations can then be made to pay royalties for the use of the trademarks, reducing the “UK profit” and thus the amount of UK tax.
A household name has been deliberately loaded with debt so that it no longer has any profits to pay tax on.
According to the National Audit Office, 30% of the UK’s biggest companies pay no corporation tax – NOTHING!

Cyprus - Russia tax treaty - changes...

Cyprus and Russia have signed a protocol to their 1998 double taxation treaty. Hitherto the treaty has been regarded as one of the most favourable signed by Russia. In the 2009 protocol measures will be adopted that will affect the tax treatment of the sale of Russian real estate to the possible disadvantage of Russian sellers. The protocol will come into effect in 2014, so if advice is taken now, the tax effect might be mitigated.
At first glance the protocol is a simple case of updating the long-standing treaty and bringing certain definitions into line with the latest OECD double taxation treaty model. On the other hand it may be regarded as an attempt by Moscow to close what has hitherto been one on the most lucrative loopholes for Russian 9and other0 property speculators for many years.
Advantage: The new protocol includes the provision for the removal of Cyprus from the Russian blacklist. This means that dividends received by Russian companies from Cyprus subsidiaries will finally be able to qualify for the Russian dividend participation exemption. Subject to ratification, the protocol is expected to come into effect on 01/01/2010.
Changes:
• Withholding tax remains at 0% on interest and royalties.
• The maximum withholding tax rate of 10% is reduced to 5% (if the beneficial owner has directly invested the capital of the company paying dividends a minimum investment equivalent to €100,000 (from $100,000 USD).
Capital gains on immovable property
• Companies which hold more than 50% of their assets in Russian immovable property will be taxed in the country where the property is situated.
• However this does not include gains from the alienation of shares listed on an approved stock exchange or from a corporate reorganisation and further does not include gains derived from a pension fund, provident fund or from the governments of either the Russian Federation or Cyprus.
• This provision will not come into effect until 2014 thus allowing time to prepare mitigating the tax implications of this change subject to requests from clients.
Redefinition:
• ‘Dividends’ have been given a broader definition to include payments on shares of mutual investment funds or other similar collective investment vehicles and depository receipts for shares.
• ‘Interest’ now includes debt claims of any type (penalty charges for late payments or interest are classified as dividends).
Clarity:
• Where the ‘effective management’ of a person (other than an individual) cannot be determined: The competent authorities of the two countries will agree to reach a mutual decision on the matter at hand.
• The definition of ‘Permanent Establishment’ has been expanded to include the taxation of profits from services performed in one country by an entity of another country through an individual(s) present in the other country exceeding in aggregate 183 days in any 12 month period.
• Distributions from mutual investment funds are to be treated as dividends. This is a welcome change as dividends are subject to a maximum withholding tax of 10% whereas under current Russian law, distributions from mutual funds are subject to a 20% withholding tax.
Conclusion: The effects of the only major amendment being the capital gains tax amendment to be introduced in 2014 can be limited by seeking timely tax advice.
The treaty remains the most favourable double taxation treaty concluded with the Russian Federation and retains the attractive 5% withholding tax on dividends for investments equivalent to €100.000.
For more info and advice about mitigating affects of the above chnages please contact: YourBooks Ltd in Cyprus (http://yourbooks.com.cy/)

Cheap Cyprus Companies - How much?

A newly formed Cyprus private limited company complete with articles of association, memorandum, certificates of; incorporation; registered address; share allocation and; director and secretary, company stamp...

How much for a Cyprus Co?

...An average price for the above is about €1900 - €2000.
You don’t have to look very hard to find them for sale for up to €3,000, though above that embarrassment kicks in, and so the price is bundled with other services to mask the true cost (up to €4,000).

The cheapest provider we have found is YourBooks Ltd (http://yourbooks.com.cy/) based in Limassol: prices from €700

Offshore banking in Cyprus

Cyprus Bank Account for your offshore company
Any company no matter where it is registered, or where it has it offices can open a bank account in Cyprus. The process is easy and straightforward (unlike some other countries) and is of course subject to international standards of due diligence.
No matter how small or large your business is, whether the turnover is large or small or in US dollars, Sterling, Yuan, and ‘milk-bottle tops’; there are many reasons why you should open a Cyprus bank account for your International Business Company (IBC) or offshore company.
Cash Flow, when you are a small business you will need to get the money from the sold products or service in your bank account as fast as possible to be able to re invest.
When you are a large corporation doing millions a month, you know all about the cash flow issues but you might not know how easy it is to optimize it with a Cyprus bank Account.
When you are doing business with customers all around the world and selling your services or products to them, you need them to pay as fast as you can get them to do it.
But what is the point getting people to pay fast and issue the SWIFT Transfer if the banks in between and also you existing bank takes ages to transfer funds from one bank account to another?
If you for instance live in Canada and your client is in the UK, it could take at several days for the funds to arrive; 5 days where the banks are holding funds that should be in your account earning interest or simply available for you to use in your business.
Whereas if you has a Cyprus bank account it will take less than 24 hours for the funds to be credited to your account!
It is essential for your business when you are conducting business with Europeans to make it as easy, cheap and fast as possible for all parties.
For more information see at http://yourbooks.com.cy/, Yourbooks Ltd is based in Cyprus and can obtain a bank account number for your business within 1 working day.

OFFSHORE PAYROLL - why pay more than you need?

Cyprus has a first rate reputation as a centre for financial excellence and professional expertise and is a full member of the EU.
In today’s competitive employment markets, employers must consider tax efficient ways in which to remunerate their international executives. Cyprus is the centre of 1st choice for multinational employers. Cyprus makes it entirely possible to achieve substantial tax savings and thereby cut costs to both the employer and the employee.
This article will briefly examine the more popular arrangements established offshore.
1. International Payroll and Employment Companies
If an employer pays staff who are spread around the world (and often working on short-term or long-term projects), the use of a single ‘Employment Company’ in a neutral tax free environment can deliver significant benefits for the employer and employee.
Employer benefits:
• More flexible pay policies
• Increased efficiency
• Reduced tax and social security liabilities
Employee benefits:
• Reduced social insurance contributions by dividing payment of salary between;
o a portion paid to cover living expenses in the field and;
o A nest-egg to be built up in Cyprus for the future enjoyment of the employee.
2. Deferred Compensation Packages
A significant proportion of the cost associated with posting employees abroad is local income tax.
A Cyprus DCP allows employers to
• Save costs by reducing tax employment tax liability and still be bale to
• increase employee pay, at no net increase to the employer
The employer makes income contributions into the plan, which will be neither taxable domestically nor in the host country. However, subsequent distributions to the employee will be taxable in the year that they are paid out to him.
Taxation is thus deferred; during the intervening period the settled gross funds are available for investment and grow in their entirety providing the employee with the opportunity to achieve substantially better growth and return overall even after taxation is eventually applied.
The term deferred compensation may be applied to any payment for services not made at the time the services are rendered.
These arrangements hinge upon a Cyprus discretionary trust. Lawyers and professional trust companies based on the Island are very familiar with the process of formation and the administration of these trusts.
3. Employee Share Ownership Plans (ESOPs)
the principal purpose of an ESOP is to enable employees to participate in the ownership of their employer¹s equity; whilst motivating employees and ensuring loyalty.
The employer establishes a Trust, whose sole purpose is to invest in the equity of the business, for whom both employer and employee work.
An ESOP may be devised to benefit as many or as few of the employees as the employer desires.
However, the plan need not treat all employees as equals and may be drafted to favour certain groups or individuals.
The trust deed is invariably discretionary in nature thereby assisting the employer to effect changes on an on-going basis.
To acquire shares in the employing company, the trust must be funded (say by a loan from the company). In any event, shares will be purchased for the future benefit of the participating employees.
These plans will fall into one of three categories:
• All-Employee Plans
• Executive Plans
• International Share Ownership Plans
It is common for ESOP¹s to employ trustees resident offshore in order to avoid the incidence of Capital Gains Tax (or its equivalent) and Cyprus has become the most favoured choice of jurisdiction in recent years for the establishment of ESOP¹s.
Note: The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.

Susan Davies. YourBooks Ltd Accounting and Finance part of the Your Group of companies based in Cyprus (http://yourbooks.com.cy/)