Cyprus is the third largest island in the Mediterranean Sea with a strategic position since is conveniently located in the hub of three continents: Europe, Asia and Africa. Since 2004 Cyprus is a member of the European Union, thus providing investors with access to the EU market.
After the recovery from the recent economic crisis, Cyprus has become an attractive investment destination for foreign companies due to numerous benefits for foreign investors such as the strategic geographical location, the cheap and qualified workforce and the well-established transport and communication system.
The Cyprus Company Law recognizes the following classifications of Companies:
Private Company Limited
by shares (LTD)
Branch of overseas
Private Company Limited by shares (LTD):
- Minimum capital requirement of one share – maximum is unlimited
- Activities are usually unrestricted
- Can undertake any nature of business
- Can be formed by one individual only and one director
- Ability to operate anywhere
- Speedy incorporation process
- Members have limited liability
- Name is chosen by the owner
Company Limited by guarantee:
- No share capital
- Members are considered as guarantors
- Assets or financial surplus cannot be distributed to the members (not-profit corporate entity).
- Eligible to apply for charitable status if necessary
- Members have limited liability
- Speedy incorporation
Types of branches:
- Local branch of a foreign company
- Branch of a local company
- Not a separate legal entity
- Parent entity is fully liable for the liabilities of the branch
- Name should be the same as the parent entity
- Resident individual or a company must be appointed when branch is of a non-resident company so as to represent it in its dealings with the tax authorities.
- Evidence of the existence of the parent company should be provided
Public Limited Company (PLC):
- Shares, titles and debentures are offered to the public
- Shares are freely transferrable
- Minimum of seven shareholders
- No maximum number of shareholders
- Minimum authorized and issued share capital of €25.630
- Must have at least two directors
- No restriction on the right to transfer its shares
- Ability to buy-back its own shares
- Statutory meeting and statutory report are required, within certain time limits
- Loans to the directors are not allowed
- Discount on the issue of shares is not allowed
- Audited financial statements must be prepared annually
- Can be formed by two to twenty individuals
- Partners are fully liable to the extent of their private assets
- Partners must be registered through the Registrar of Partnerships
- No capital is required
- No requirement for audit
- One general partner (fully liable for the entity’s obligations) and a limited partner (liable to the extent of his/her contribution) are required
- Partners must be registered through the Registrar of Partnerships
- Run by a single member with full liability
- Simple and informal type of business
- Must be registered with the Registrar of Partnerships
Can exist for a period of up to 100 years from their settlement. Cyprus Trusts are mainly regulated by the Trustee Law, enacted in 1955 based on the English 1926 Trustees Act as well as by the International Trusts Law enacted in 1992.Main purposes to set up Trusts in Cyprus:
- Property protection
- Ensure the succession of family property for future generations
- Charitable purposes
- Commercial purposes
- Establishment services and Formation of Trusts
- Provision of Protectors and Trustees
- Bank accounts opening, administration and monitor
- Assisting on family asset protection and inheritance issues
- Distributions to the beneficiaries
As per the latest amendments in the Cyprus Companies Law, Cap. 113, it is pointed out that small/dormant entities (size as defined below) are also subject to statutory audit, as the exception that existed in the Law has been abolished.
Categories of Companies:
|Total Gross Assets||Net Turnover||Average number of employees||Condition|
|Small||Less than €4.000.000||Less than €8.000.000||Less than 50||As their balance sheet dates do not exceed the limits of at least two of the three criteria|
|Medium||Less than €20.000.000||Less than €40.000.000||Less than 250||Are not small companies and which as at their balance sheet dates do not exceed the limits of at least two of the three criteria|
|Large||More than €20.000.000||More than €40.000.000||More than 250||As at their balance sheet dates exceed at least two of the three criteria|
Cyprus Companies’ Law (“Basic Law”) was amended by the Law 97 (Ι) of 2016, as published in the official gazette of the Republic on 23 September 2016 (the “Amending Law”).
As per the amendments of Cyprus Companies Law, the exemption of the Law to prepare consolidated financial statements which applied to small groups has been extended to apply to Small and Medium-size groups (as these are defined below) except if:
- there is any affiliated company within the group which is a public-interest entity; or
- where the obligation to draw up consolidated financial statement is required by other legislations. (Article 142(1)(ε))
|Total Gross Assets||Net Turnover||Average number of employees||Condition|
|Small||Less than €4.000.000||Less than €8.000.000||Less than 50||On consolidated basis, do not exceed the limits of at least two of the three criteria as at the balance sheet date of the parent company|
|Medium||Less than €20.000.000||Less than €40.000.000||Less than 250||Groups which are not small groups, and which, on a consolidated basis, do not exceed the limits of at least two of the three criteria as at the balance sheet date of the parent company|
|Large||More than €20.000.000||More than €40.000.000||More than 250||Groups which on a consolidated basis, exceed the limits of at least two of the criteria as at the balance sheet date of the parent company|
Cyprus resident and non-resident Companies
A Company is considered as a tax resident of Cyprus if it is “managed and controlled” in Cyprus.
No clear definition of management and control is provided in the tax law itself, however, a Company that is managed and control from Cyprus is expected to have the majority of Directors residing in Cyprus and board meetings to be held in Cyprus.
Cyprus non-resident companies, such as entities not managed and controlled in Cyprus are not subject to taxation in Cyprus unless they have a permanent establishment in Cyprus. In case they have such an establishment, only the amount of the income that arises from the activities of that establishment is subject to tax. In addition, such companies cannot take advantage of the Cyprus network of double tax treaties and are therefore used mainly for trading activities where treaty benefits are not required.
A Company that is tax resident of Cyprus is taxed at a standard corporate tax rate of 12.5%, one of the lowest in the European Union.
The taxation of interest income depends on whether it is derived in the ordinary course of business or it is closely related with that business.
Interest derived from the ordinary business activities, including interest deemed to be closely connected with business activities, is not treated as interest but as business profits. In this case, the amount is not subject to the defence contribution but is fully subject to corporation tax, taxed at 12.5%, without entitlement to the 50% exemption applicable to interest subject to the defence contribution.
Interest earned by financial institutions, banks, hire purchase companies or leasing companies is considered to arise from the ordinary course of business.
Other examples of interest earned that is considered to be closely related to that business and is also subject to corporation tax are as follows:
- Businesses such as car dealers, property developers that sell their products on extended payment terms and charge interest on their trade debtors
- Interest on current account balances at banks
- Interest earned by companies which act as a vehicle through which a group finances the operations of companies within it.
In all other cases where the interest is considered to arise outside the ordinary course of business, they are entitled to the 50% exemption and therefore only half of that is treated as income for corporation tax purposes. However, the gross interest received is also subject to defence tax at the rate of 30%.
A credit is provided against the defence tax payable for any taxes withheld at source irrespective of whether a double treaty exists or not.
Interest paid to parties that are non-resident of Cyprus are not subject to withholding taxes in Cyprus.
Any profits realized from the sale of securities, bonds, meaning and/or founders’ shares, debentures, options and securities of companies or other legal persons are exempt from tax.
However, the definition of security does not embrace all financial instruments and hence, it is generally considered that shares in mutual funds and currency contracts are not considered as securities. The Cyprus Tax Authorities have not issued a definitive list of all the financial instruments that they consider to fall under this definition. Consequently, profits realized on dealing with these financial instruments are not exempt but are subject to corporation tax at a rate of 12.5%.
Royalties received by a non-resident from sources within Cyprus are liable to 10% withholding tax.
However, if a Cyprus entity is granted the right to use a patent, trademark or innovation outside Cyprus, then there is no withholding tax and the Cyprus entity is taxed at the corporate tax rate on the profit margin that it realizes on the use of the right.
Losses from business operations can be carried forward indefinitely to be offset against the profits of future years.
Group relief is available to offset the losses of one company against the profits of another. Group relief applies only for Cyprus tax-resident companies that are part of the same group, and is available only if both the surrendering and claimant entities are part of the same group for the entire tax year. Group Losses Set-off are allowable only with profits of the corresponding year of assessment.
Two companies are deemed to be members of a group if:
- One is by 75% subsidiary of the other, or
- Both are 75% subsidiaries of a third company.
Losses arising from the operation of a permanent establishment situated outside Cyprus can be offset against profits arising in Cyprus. However, in subsequent periods, when the overseas permanent establishment is in a profit position, an amount equal to the losses previously utilized will be included in the taxable income of the Cyprus tax resident entity (“claw-back provisions”).
The Company name must be approved by the Registrar of Companies. It is recommended to provide two or three options to the Registrar ending with the word “limited” so as to avoid any possible delays on the approval. The Registrar of Companies will not accept names which:
- Are very similar to the name of an existing entity
- Are considered to be misleading
- Suggest a royal connection (i.e. includes the words of “King”, “Queen”, “Royal”)
- includes any of the following: “Imperial”, “National”, “Corporation”, “Commonwealth”, “Co-operative”
The Memorandum of Association must contain the following information:
- Principal activity/ies and objectives of the Company
- Address of the registered office
- Statement which clearly defines that the liability of the members is limited by shares or by guarantee
- Subscribers to the memorandum together with the number of shares for which they have subscribed
- Amount of authorized and issued share capital
Articles of Association of a Cyprus company must specify the internal regulations based on which a company will be conducted in its daily operations.
Other information specified in the Articles:
- Provisions about the rights, duties and responsibilities of the company’s shareholders and directors
- Date of the shareholders’ general meeting
- Voting rights of the Company’s members
- Transfer of shares
- Dividend resolutions
- Accounts and audit
- Appointment, resignation and power of directors
Any changes made to the Articles of Association must be declared and approved by the Cypriot Trade Register.
The certificate of incorporation is issued when all documents required by the Registrar of Companies are provided and meet the requirements. Once the certificate is issued, the company becomes a new corporate body with an independent legal existence.Shareholders
As per the Cyprus Company Law, every company limited by shares, must have at least one shareholder. For public limited companies, there is a minimum amount of seven shareholders. If anonymity is required, the shares may be held by trustee companies in trust for the beneficial owners without public disclosure of the owners' identity.Share capital requirements
There is no legal requirement as to the minimum or maximum share capital of the company. However, it is recommended that the authorized share capital will be at least or approximately €1.000 which may conveniently be divided into 1.000 shares of €1 each. For public limited companies, there is a minimum capital requirement of €25,630. In case of general partnerships, no capital is required.
Appointment of company secretary is mandatory for all companies fall under the regulations of the Cyprus Company Law. Company secretary might be either an individual or a legal entity. Just like any other officer in the company, the secretary position can be discharged by an employee and each change related to the company secretary must be announced to the Cypriot Companies Registry. The responsibilities of the secretary are mainly focused on the efficient administration of the company, in particular the maintenance of the statutory books and the minute books.Directors
Cyprus Companies Law, Chapter 113, provides that every private company must have at least one director whereas every public company must have at least two directors. For private companies, director can be the same person as the shareholder and also the company secretary. This is not the case however for private companies, in which the director cannot be the same person as the company secretary. The appointment of Directors is very important for tax; reliability and compliance purposes. For a tax planning point of view, it is important that the company is managed and controlled in Cyprus and is recommended that majority of the Directors appointed are Cyprus residents. Important to note that there is no difference in principle as far as liability is concerned between executive, non-executive or “nominee directors”. The duties are owed to the company and not to individual shareholders.Registered Office
Every company is required to have a registered office at the earliest of the date it commences business or the 14th date after its incorporation. The registered office is usually the place where the company's Register of Members is kept, unless the company informs the Registrar of Companies of another place.
Total incorporation costs for a private company with an authorized share capital of €1.000 are estimated at €3.000 including costs of lawyers, accountants and any other out of pocket expenses.
Additional charges will apply in cases of bank account opening, issuing Power of Attorney or any other required document and for any other additional services provided.Period required to complete the incorporation process
It is estimated that a period of two weeks is required until the completion of the incorporation and registering process of a new entity in Cyprus. The period includes any administrative needs, the opening of statutory books as well as the opening of bank account since the certificate of incorporation is issued.
After the amendments on the tax legislation, in January 2003, Cyprus has become an important and successful regional and international business center. These reforms greatly enhanced Cyprus competitiveness and make it an even more attractive jurisdiction through which to conduct international business.
Benefits of the Post EU Accession for Cyprus:
- Low tax rate, one of the lowest amongst other EU members
- No limits on the repatriation of income
- Attractive Double Tax Treaties network
- No withholding tax on the interest payments abroad, repatriation of income and dividends paid
Taking into account the favorable advantages of the tax environment, Cyprus is considered appropriate for all investment activities and suitable for both EU inbound and outbound investments.
Cyprus Holding Companies take full advantage of the favorable tax regime of Cyprus, which has made Cyprus an ideal holding destination for international tax planning purposes. The trading income of a Cyprus holding company is taxed in Cyprus while the investment income is not subject to tax.
Cyprus trust law is essentially based on the English system. Trusts are mainly regulated by the Trustee Law, Chapter 193, enacted in 1955 and based on the English 1925 Trustees Act. This is supplemented by the English doctrine of equity and English case law prior to 1960.
In 1992, Cyprus enacted the International Trusts Law. This was done to update and modernize the existing law and establish Cyprus as an offshore and financial center and a serious trusts jurisdiction. Cyprus International Trusts are exempt from taxation and can be used effectively for tax and other planning considerations.
Types of Trusts:
- Private Trusts
- Express Private Trusts
- Resulting Trusts
- Constructing Trusts
- Implied Trusts
- Charitable Trusts
- Fixed Trusts
- Discretionary Trusts
A Trust can be created within a period of a few days and the incorporation cost will vary according to the complexities involved.
There are no stamp duties on the settlement of property in a Cyprus trust. A Stamp duty of €430 is payable on the creation of an international trust.
Advantages of a Cyprus Trust:
- Complete tax exemptions
- Double tax treaties
- Common law system with trust legislation and case law
- Short limitation period for challenging a trust
- No need for any kind of registration
- Complete confidentiality
- Political and economic stability
- Low cost of establishment and administration
- Availability of competent professional trustees
- Flexibility in adopting foreign law
Royalties are the payments of license fees or commissions by one individual or entity to another for the use of Intellectual Property (IP).
Intellectual property is a general term for the set of intangible assets owned and legally protected by a company from outside use or implementation without consent. Intellectual Property can be one of the most valuable assets of an organization and therefore choosing the right location for its management and centralization is an important strategic business decision. The ideal location to establish an IP structure is one that one can serve the organization’s business strategies/model, safeguard and protect its IP and contribute to its tax optimization.
Cyprus offers an efficient IP tax regime coupled with the protection afforded by EU Member States and by the signatories of all major IP treaties and protocols.
The new tax regime provides for favorable tax treatment in relation to income generated from IP rights, by exempting from corporation tax 80% of royalty profit, i.e. only 20% of the IP income after deducting all costs relating to the generation of the income is subject to 12,5% corporate tax.
Consequently, a Cyprus Royalty Company can benefit from an effective tax rate of 2,5% or less on net income from the exploitation of IP rights and on gains arising on the disposal of IP rights.
Other benefits of Cyprus entities:
- No withholding taxes on Royalties payable to non-resident, when the right is used outside Cyprus
- For rights used in Cyprus there is 10% withholding tax unless a Double Tax Treaty provides for a lower rate of the European Union
- Interest/Royalties directive applies
- Losses can be carried forward indefinitely
- Gross IP income reduced by expenses incurred for the production of IP income
- Competitive amortization provisions over a 5-year period
- Wide range of qualifying IP rights
As per the international practice of permitting companies to move their “seat of incorporation”, many jurisdictions allow foreign companies to change their jurisdiction of incorporation. The legislation permits the transfer of a company’s seat of incorporation into or out of the jurisdiction, known as “re-domiciliation” process.
Cyprus is included amongst the jurisdictions which allow re-domiciliation in and out of Cyprus. According to the Cyprus Companies Law, Chapter 113:
- foreign companies can be re-domiciled in Cyprus; and
- Cyprus registered companies can be re-domiciled abroad.
This enactment creates new opportunities to international investors and traders as foreign companies are now allowed to become Cyprus tax residents and take advantage of the favorable advantages of the Cyprus tax regime and legislation.
Local banks incorporated in Cyprus as well as local branches and subsidiaries of foreign banks and representative officers of foreign banks are supervised by the Central Bank of Cyprus.
Kinds of Financial Services offered in Cyprus:
In 1981, the government of Cyprus introduced a comprehensive policy regarding International Banking Units (IBUs) and their encouragement in Cyprus.
International Banking Unit (previously known as Offshore Banking Unit) is a Cypriot limited liability company, or a branch of a foreign banking institution, which has obtained a banking license from the Central Bank of Cyprus.
Non-Cypriot banking units which are offered the status of IBU are restricted to banking operations with non-residents in foreign currencies, and with Cyprus-registered non-resident companies and their expatriate staff.
Applications for establishing an IBU are submitted by the Central Bank of Cyprus. In order to obtain the banking license, IBUs are normally required to have fully-staffed operation. If the IBU is not managed and controlled in Cyprus and there is no local permanent establishment, is totally exempt from income tax.
Branch of an overseas bank
Similarly to other IBUs, application for banking license is submitted to the Central Bank of Cyprus to establish a branch in Cyprus. If the application is successful, the bank will be granted a banking business license to establish a branch in Cyprus.
The license is not granted to the branch since it is not a separate legal entity. Once a license is issued, the Central Bank of Cyprus will only supervise the activities of the branch in Cyprus.
A bank incorporated in Cyprus must have at all times a minimum capital of not less than €5.1 million or any other higher amount that the Central Bank of Cyprus might determine.
No minimum capital is required for branches as is the case for a bank incorporated in Cyprus although an “assigned capital” arrangement will be looked favorably by the Central Bank of Cyprus.
The Investment Services and Activities Regulated Markets Law of 2007 – Law 144(I)/2007, provides the optimal legal framework for potential investors to consider Cyprus as the ideal jurisdiction for permanent establishment of their business.
The Law came into force on 1st November 2007, replacing the old Investment Firms Law of 2002 and implementing the provisions of the EU’s Markets in Financial Instruments Directive (MiFID) into the domestic law.
These amendments on the new legal framework combined with the favorable advantages of the Cyprus tax regime, made Cyprus an attractive place for establishing a Cyprus Investment Firm (CIF), offering investors and businesses a “single passport” to provide investment services across the European Union (EU).
Cyprus Investment Firms are authorized by the Cyprus Securities and Exchange Commission (CySec).
Benefits of setting up a Cyprus Investment Firm:
- Low set up costs
- Low operational costs
- Lowest corporate tax rate in the EU
- Extensive Double Tax Treaties network
- Highly developed infrastructure
- Low payroll expenses as well as payroll taxes
- VAT exempted for majority of transactions
- Tax free dividends
- Low to zero taxation – For Cyprus resident companies, all the low tax benefits and double tax treaties of the Cyprus system apply. Clients of CIF can also benefit from zero taxation on capital gains.
- European Passport – “single passport” is offered to investors and businesses to provide investment services across the EU.
Initial capital requirements
The initial capital requirement for granting a license to a CIF depends on the investment services that the CIF offers.
Do you have a shipping company and looking for the most advantageous location for your business? Cyprus is the ideal location for numerous reasons.
Cyprus has a unique location in the Eastern Mediterranean and is conveniently located in the hub of three continents: Europe, Asia and Africa. The ideal location of the island has played a prominent role in its development into a thriving international business and shipping center.
The development of Cyprus into an international maritime center began in 1963 when the government of Cyprus first offered incentives encouraging ship ownership and the registration of vessels under the Cyprus flag. Since then, successive governments implementing the correct policy, despite the political turmoil which has vexed Cyprus, managed to attract shipping entrepreneurs and to develop the island into a fully-fledged shipping center combining both a sovereign flag and a resident shipping industry, which is renowned for its high-quality services and standards of safety.
Nowadays, the international merchant fleet of Cyprus is the 10th largest merchant fleet in the world and the 3rd largest merchant fleet amongst all EU member states, representing a 12,7% of the total fleet with 1867 ocean-going vessels of a gross tonnage exceeding 22 million. Limassol, the country’s maritime capital, is the largest ship management center in the EU and the 2nd largest on a global scale. Its fleet numbers 2,200 vessels, with 50 million gross tonnage.
Besides the country’s excellent geographical position, the aforementioned achievements are also due to the cost competitiveness of the Cyprus ship registry, the island’s well-developed maritime infrastructure, and its international relations, in conjunction with the tax benefits introduced for both foreign and local ship owners.
Cyprus is without doubt one of the most attractive shipping and biggest international shipping centers in the world.
The most important factors which contributed to the attractiveness of Cyprus shipping industry is the tax and other incentives offered to ship-owners, ship managers and crew members.
The advantageous tax regime of Cyprus is the main force behind the exceptional growth of the shipping registry over the past decades. The shipping taxation is fully compliant with EU and OECD directives with respect to harmful taxation practices, providing also for tax neutral regulations for both EU and non-EU companies.
The Merchant Shipping Legislation of 2010 placed the country in a very competitive position. Cyprus became the only European country with a tonnage tax system that is approved by the European Commission. This new taxation system provides for the imposition of tonnage tax on the net tonnage of the ships, rather than corporate tax on the profits derived from their activities.
Based on the tonnage tax system, shipping companies which possess or charter vessels are exempted from income tax on their profits and instead, they are automatically taxed based on the tonnage of the Cypriot flag ships they own or charter. In addition, shipping entities are not liable to capital gains taxation upon selling a vessel, or selling and transferring shares.
These companies are not subjected to stamp duty on ship mortgage deeds or other documentation, or to estate duty imposed on inheritance of shares. Important also to note that officers and crew of vessels registered in Cyprus are fully exempted from income tax.
Owners of Cyprus flag ships automatically fall within the scope of the tonnage tax system.
Owners of community flag ships and foreign flag ships may opt to be taxed under the tonnage tax system.
Owners of foreign flag ships must comply with the relevant requirements in order to qualify the option to be taxed under the tonnage tax system. Including in the requirements are:
- the share of their fleet be comprised of EU flag ships, whose shares must not be reduced within a period of three years following the exercise of the option (flag-share requirement); and
- the commercial and strategic management of the fleet to be carried out from the EU/EEA.
Important to note that any ship owner opting for the tonnage tax system must remain in the system for ten years. Early withdrawals result in penalties.
Any charterer who charters a ship under bareboat, demise, time or voyage charter is eligible for the tonnage tax system provided the tonnage of the ships under time and/or voyage charters do not exceed 75% of the total tonnage of ships chartered and owned, under the period of more than three consecutive years.
If the ships chartered are EU/EEA ships or their technical and management crew are carried out from the EU/EEA, then the eligibility percentage increases to 90%.
Eligible charterers may opt to be taxed under the tonnage tax system. In this case, charterer must remain in the system for 10 years. Early withdrawals result in penalties.
A qualifying ship-manager is a legal person tax resident in Cyprus who provides crew and/or technical ship management services in respect of qualifying vessels.
Ship-manager has the option to pay tonnage tax at 25% of the rates applicable to ship-owners and charterers, for all vessels under management. Otherwise is to be taxed under 12.5% corporation tax at the profits earned.
Ship-managers are eligible for the tonnage tax system provided that certain criteria are satisfied:
- Obliged to maintain a fully-fledged office in Cyprus,
- employment of a sufficient number of qualified personnel (51% of whom to be EU/EEA citizens)
- at least 2/3 of the management to be entirely carried out from the territory of EU/EEA
In addition, the share of the manager’s fleet must be comprised of EU flag ships and not to be reduced during the three-year period following the exercise of the option (flag-share requirement).
The tonnage tax system covers:
- Profits from the provision of crew and/or technical ship management services;
- Dividends paid directly or indirectly; and
- Interest earned on funds used as working capital or for the payment of expenses relating to the management of the ships.
In cases that ship-managers chose to be taxed under the tonnage tax system must remain in the system for 10 years. Early withdrawals result in penalties.
- 0 – 1.000: €36,50 per 100 NT
- 1.001 – 10.000: €31,03 per 100 NT
- 10.001 – 25.000: €20,08 per 100 NT
- 25.001 – 40.000: €12,78 per 100 NT
- 40.000+: €7,30 per 100 NT
Note: Rates applicable to ship-managers are 25% of the above.