CYPRUS LEGAL ENTITIES

A. INTERNATIONAL LIMITED LIABILITY COMPANIES

1. Registration Procedure

a) Approval of Name

Application is filed with the Registrar of Companies. Ten business days are required from the date of application to the date of approval, and approval is subject to regulations of the Registrar concerning misleading or already existing names.

b) Documents to be Filed

Duly executed memorandum and articles of association in Greek, must be filed with the Registrar of Companies.

(i). Memorandum of Association

The memorandum of association must contain the following information:

The name of the company with the term "Limited" affixed thereto;
The address of the registered office;
The object of the company;
A statement that the liability of the members is limited by shares or by guarantee where this is the case;
The amount of the shares capital;
The names of all subscribers to the memorandum together with the number of shares for which they have subscribed;
Memorandum must be signed by all subscribers.

(ii). Articles of Association

The articles contain rules governing the internal management of the company and regulating the rights of its members among themselves.

The articles deal with matters such as:

General meetings of the company;
Voting rights of members;
Appointment and powers of directors;
Dividends;
Accounts and audit.

c) Share Capital

There is a minimum requirement of CYP 1,000. share capital either authorized or issued and paid up. However, unless specific needs require otherwise, share capital of CYP 10,000 is recommended. In case of an intended application for duty free concessions, a minimum of CYP 10,000 of share capital issued and paid up is required.

d) Shareholders

Disclosure of full name, nationality, address, occupation and number of shares held is also required.

Should anonymity be required, the shares may be held in trust for the beneficial owner. In such cases, the trustee is required to obtain the permission of the Central Bank in order to hold shares in trust for the non-resident beneficial owners, and such permission is routinely granted. In the event of a trusteeship, the beneficial owner receives a duly executed instrument of trust, a blank transfer of shares and the share certificates.

e) Appointment of Directors

With respect to the proposed directors disclosure of full name, occupation, residential address and nationality is required. Local directors can be provided in the event that, for tax purposes, the offshore entity needs to establish that its effective control is based in Cyprus.

f) Appointment of a Secretary

The company secretary may be either an individual or a legal entity. A service company is normally provided for this purpose.

g) Registered Office

The offices of the secretary or the service company serving in such capacity, are normally designated as the registered offices of the offshore entity.

B. INTERNATIONAL PARTNERSHIPS

1. Registration Procedure

Registration of a partnership is effected through the filing of a return with the Registrar of Partnerships. This return must contain the name of the partnership and its objects, its duration, the names and addresses of its partners, as well as the names of the binding signatories. In the case of limited partnerships, the amount of each limited partner's liability must be stated. The partnership deed and the accounts of the partnership need not be filed with the Registrar. Any documents filed however, must be in Greek.

A special advantage of partnerships worth noting is that the profits of the partnership are not taxable, either in the partnership or through the partners.

The disadvantage of unlimited liability may be overcome by establishing a limited partnership with a corporation as the unlimited partner or by having a partnership of two or more corporations.

C. INTERNATIONAL BRANCHES

1. Registration Procedure

The following documents must be delivered to the Registrar of Companies after the exchange control permit has been granted and within one month from the establishment of a local place of business:

A certified copy of the charter, statutes or memorandum and articles of association of the company, translated into Greek;
A list of the directors and secretary;
The name of one or more persons resident in Cyprus (Cypriots or non-Cypriots) who are authorised to accept service of process on the company;
Annual accounts of the overseas company must be filed annually with the Registrar and translated into Greek.

2. Advantages of Registering a Foreign Branch

A foreign branch registered in Cyprus can enjoy all the advantages extended to all offshore legal entities set out earlier in this section. In addition, however, whenever the management and control of the business of the international branch is not in Cyprus, the profits of the branch are exempt from all taxes. If the management and control of the business of the international branch is in Cyprus, then the profits of the branch are subject to a tax rate of 10 percent.

D. RESIDENCE AND WORK PERMITS

Expatriate personnel of foreign entities can secure residence and work permits almost immediately. In order to avoid unnecessary delay however, it is important to present to the Immigration Authority a proper application accompanied by the full documentation required as set out below:

A copy of the permission of the Central Bank;
A copy of the certificate on incorporation of the foreign entity;
A list of the directors and secretary of the foreign entity;
The address of the registered office as well as the business address of the foreign entity;
The memorandum and articles of association of the foreign entity or other similar documents.