Cyprus Companies Law

 

Updated: April 24, 2025

At Ermina Papasolomou Co & LLC, we guide local and international clients through the formation and management of companies in Cyprus, ensuring full compliance with the Cyprus Companies Law (Cap. 113).
This law, which has its origins in the English Companies Act of 1948, has been adapted over time to meet the needs of modern business while remaining a cornerstone of Cyprus corporate law.​

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🏢What is a Cyprus Company?

A Cyprus company is a legal entity incorporated under the Companies Law, Cap. 113, created to conduct commercial and business activities. It exists independently from its owners, directors, and shareholders.

Main types of companies in Cyprus:

1. Private company limited by shares (most common, ideal for international business)

2. Public company limited by shares

3. Company limited by guarantee without share capital

4. Company limited by guarantee with share capital

5. Variable Capital Investment Company (VCIC)

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👉 The private limited company is the structure most frequently used for domestic and international business in Cyprus.

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⚖️ Principle of Limited Liability

• A Cyprus company is a separate legal person

• Shareholders are not personally liable for the company’s debts

• Creditors may pursue only the company’s assets, not the personal assets of its members

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This principle provides strong financial protection for investors and business owners.

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🏛️ Registrar of Companies

The Registrar of Companies & Official Receiver operates under the Ministry of Energy, Commerce & Industry and consists of three departments:

• Companies Section

• Intellectual & Industrial Property

• Insolvency Service

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It is responsible for the registration and supervision of:

• Companies & Partnerships

• Trade Names

• Trademarks, Patents & Industrial Designs

• Insolvent estates (companies & individuals)

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📝 Registering a Company in Cyprus

To incorporate a Cyprus company, the following details are required:

• Proposed company name

• Registered office address in Cyprus

• Directors and Secretary

• Shareholders and share capital

• Description of business activities

• Memorandum & Articles of Association

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A Cyprus lawyer submits the application to the Registrar of Companies.
Once approved, the Certificate of Incorporation is issued and published in the Official Gazette.

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📌 This marks the company’s official legal existence.

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📊 After Incorporation: Key Registrations

• Tax Department – Registration for a Tax Identification Number (TIN) within 60 days.

• VAT Registration – Mandatory when taxable supplies exceed €15,600/year, or voluntary in certain situations (e.g., future taxable activities).

• Social Insurance – Employer registration for hiring employees.

• Trademarks & IP – Optional but strongly recommended for brand and product protection.

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📌 Ongoing Compliance & Duties

All Cyprus companies must maintain statutory compliance, including:

Registrar Notifications

Companies must notify the Registrar of any changes to:

• Company name

• Directors / Secretary

• Share capital

• Registered office address

• Charges on company assets

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Annual Filings

• Audited financial statements — submitted yearly to the Tax Department

• Annual Return (HE32) — filed with the Registrar together with financial statements

• Annual Levy — €350, payable by 30 June each year​​