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국제법률연구원(ILRI)은 귀사의 성공적인 해외진출을 돕기 위해 현지변호사들과 자체 개발한 온라인 법인설립서비스인 "오이오스(OIOS)" 를 제공하고 있습니다.
Taste different solution. 색다른 해결책을 맛 보세요.
저희는 52개국의 현지 로펌과 제휴한 해외진출 지원서비스를 제공하고 있습니다.
국제법률정보, 해외 현지법인 설립 및 운영대행, 국제계약 검토, 외국기업 인수합병, 전문번역, 동시통역이 필요하신 분들의 많은 문의 바랍니다. (참고. http://www.ilri.co.kr/establishment.htm )
본원의 업무사례를 볼 때 전화보다 이메일 상담이 더 효과적이어서 이메일 info@ilri.co.kr 로 무료상담해 드리고 있습니다.
전화상담은 10만원의 유료상담이오니 꼭 참고하시고 초기 상담은 무료인 이메일 상담을 이용하시기 바랍니다.
국제법률연구원 International Legal Research Institute - Korea.
Tel. [+82] (0)10-5295-0621, (0)2-557-3476 Fax. (0)303-0080-7001
Website. www.ilri.co.kr
Email. info@ilri.co.kr
아래에 사이프러스(키프로스) 현지의 회사설립(법인설립)과 비자 취득을 위한 정보와 주의사항을 안내합니다.
International companies may establish a business in the Republic of Cyprus on equal terms as the local companies. Administrative procedures for establishing a company have been simplified reflecting the importance placed on the country's development as an international business centre. Provided below is a list of business set up procedures in the Republic of Cyprus:
General business set up procedures:
Business Incorporation
Local and foreign investors may establish any of the following legal entities or businesses in the Republic of Cyprus:
Companies (private or public);
General or limited partnerships;
Business/trade name;
European Company (SE);
Branch of overseas companies.
Initially, except in the case of a branch of overseas companies, the application for approval/ change of name is submitted by hand or by mail to the One Stop Shop/PSC Cyprus’ Οffice or to the Registrar of Companies and Official Receiver along with the fee of €10,00 or €30,00 under accelerated procedure (payable in cash, cheque or via a bank transfer). Please note that One Stop Shop accepts only applications with acceleration fees and the One Stop Shop Application Cover for Name Approval is to accompany the above-mentioned application.
In parallel, online applications for name approval can be submitted.
The name approval is examined within one month or one to two working days under accelerated procedure. Theresults of the name examination of the applications submitted are provided online.
One Stop Shop & Point of Single Contact
13-15 Andrea Araouzou
Telephone: 22409387
Fax: 22409432
Email:ncdermentzoglou@drcor.mcit.gov.cy, psccyprus@mcit.gov.cy
Registrar of Companies and Official Receiver
Corner of Archiepishop Makarios III Avenue
and Karpenisiou, 1427 Nicosia
Telephone: 22404318
Fax: 22404389
Email: deptcomp@drcor.mcit.gov.cy
Interested parties may search through the names of all the registered organisations.
After securing the name approval, the relevant documents for the registration of the legal entity are to be submitted, according to the legal form of the entity/business.
Companies
The Companies Law (as amended) provides for two categories of companies:
A Private Company: requiring one or more founding members, is limited to 50 shareholders, but cannot offer shares for public submission nor does it have the right to transfer shares.
A Public Company: requiring minimum of seven members and its main feature is the power to extend an invitation to the public to subscribe to its shares.
The following documents can be submitted either by hand or online, certified by a registered advocate/lawyer in the Republic of Cyprus:
Declaration form (ΗΕ1);
Form concerning the registered office address (HE2);
Details regarding the directors and secretary (HE3);
Original Memorandum and Articles of Association;
One Stop Shop Application Cover for Legal Entities Registration (applicable for submission to One Stop Shop);
Fee of €105,00, plus 0,6% subscription tax on nominal capital, plus €60,00 for filling the accompanied documents, plus an optional €100,00 for accelerated procedure (payable in cash, cheque or bank transfer).
Please note that One Stop Shop accepts only applications with acceleration fees and the One Stop Shop Application Cover for Legal Entities Registration is to accompany the above-mentioned application.
Upon completion of the registration the "Certificate of Incorporation" is issued. Upon request, and payment of the amount of €220,00, the following certificates and/or certified copies can be issued:
(1) A certificate of the Shareholders;
(2) A certificate of the Directors and Secretaries;
(3) A certificate of the Registered Office;
(4) A certified true copy of the Memorandum and Articles of Association;
(5) A certified copy of the Certificate of Incorporation.
Notably, there is no minimum capital in registering a company. Company registration is completed within approximately one month or 3 working days under accelerated procedure or through online submission from the date that the application was duly submitted.
Redomiciliation of registered office
Companies registered in any country can transfer their registered office in the Republic of Cyprus, provided that the legislation of the country of origin allows for such transfer. Also, the Articles of Association of the company must provide for the continuation of the company under the legal status of another approved country or jurisdiction.
The following documents can be submitted, by hand or by mail, through a registered advocate/lawyer in the Republic of Cyprus, to the Registrar of Companies and Official Receiver:
Application of foreign company (ME1);
Affidavit statement by authorised representative form (MEA);
Fee of €120,00 plus €20,00 for filling accompanied documents, plus an optional €100,00 for accelerated procedure (payable in cash, cheque or bank transfer).
The registration procedure is completed within approximately 4 working days from the date the application was duly submitted.
For further information you may contact the One Stop Shop/PSC Cyprus at tel. 22409328 or the Registrar of Companies and Official Receiver at tel. 22404316/408.
Partnerships
Partnerships are registered under the Partnerships and Business Names Law. There are two kinds of partnerships:
General Partnership: Every partner is individually and collectively accountable for the liabilities of the partnership, including all debts and obligations of the partnership incurred while he is a partner;
Limited Partnership: One or more general partners are individually and collectively accountable for the liabilities of the partnership and one or more limited partners whose accountability for such liabilities is limited to their contribution to the partnership.
The Partnership Registration Form (OΕ1) is submitted, by hand or by mail, to the One Stop Shop/PSC Cyprus’ office or Registrar of Companies and Official Receiver along with the fee of €120 plus an optional €40,00 for accelerated procedure (payable in cash, cheque or bank transfer).
Upon request, and payment of the amount of €20,00 under normal procedure or €40,00 under accelerated procedure, a certified copy of the Partnership Registration Certificate can be issued. Please note that One Stop Shop accepts only applications with acceleration fees and the One Stop Shop Application Cover for Legal Entities Registration is to accompany the above-mentioned application.
Partnership registration is completed within three (3) weeks under ordinary procedure or one (1) week under accelerated procedure from the date the application was duly submitted.
For further information you may contact the One Stop Shop/PSC Cyprus at tel. 22409328, fax: 22409432, email: psccyprus@mcit.gov.cy or the Registrar of Companies and Official Receiver at tel. 22404392, fax. 22404389, email: deptcomp@drcor.mcit.gov.cy.
Business/Trade Name
Business names are registered under the Partnerships and Business Names Law.
The Business/trade name registration Form (EE1) is submitted, by hand or by mail, to the Registrar of Companies and Official Receiver along with the fee of €80,00, plus an optional €40,00 for accelerated procedure (payable in cash, cheque or bank transfer). Please note that One Stop Shop accepts only applications with acceleration fees and the One Stop Shop Application Cover for Legal Entities Registration is to accompany the above-mentioned application.
The registration is completed within one month under ordinary procedure or one week under accelerated procedure from the date the application was duly submitted.
For further information you may contact the One Stop Shop/PSC Cyprus at tel. 22409345/328, fax: 22409432, email: psccyprus@mcit.gov.cy or the Registrar of Companies and Official Receiver at tel. 22404392, fax. 22404389, Email: deptcomp@drcor.mcit.gov.cy.
European Company
The registration of a European Company is in line with the Council Regulation (EC) No. 2157/2001. The main objective is to allow companies incorporated in different member states to merge or form a holding company or joint subsidiary, while avoiding the legal and practical constrains from the existence of different legal systems.
The following documents should be submitted, by hand or mail, to the One Stop Shop or to the Registrar of Companies and Official Receiver:
In the case of incorporation of a European public limited-liability company (Societas Europaea or SE) by merger:
Form of Incorporating European Company SE by merger (ΕD1);Charter of Statute or Memorandum and articles of association of the European Company SE;Copy of the Court’s order certifying that the provisions of the article 26 of the EC 2157 /2001 have been met;Fee of €105,00, plus 0,6% subscription tax on nominal capital, plus €20,00 per accompanied document submitted, in case of the formation of a new company or €20,00 in case of a merger by acquisition.
In case of incorporation of a holding European Company SE:Form of Incorporating European Company Holding SE (ED2); along withCharter of Statute or Memorandum and articles of association of the European Company SE;Written report by independent experts according to article 32(4) of the EC 2157/2001;Copy of the resolution approving the incorporation scheme of the holding SE of article 32(6);Form of Incorporating a company or European Company SE that promotes the formation of a holding SE (ED2II) along with a copy of the scheme or terms of incorporation;Form for notification that the requirements for the incorporation of a holding company SE by local company or SE are met ED2II);Fee of €105,00, plus 0,6% subscription tax on nominal capita, plus €20,00 per accompanied document submitted in case of the formation of a new company else €20,00 per document submitted.
In case of incorporation of a subsidiary European Company SEForm of Incorporating European Company Subsidiary (ED3);Charter of Statute or Memorandum and articles of association of the European Company SE;Fee of €105,00, plus 0,6% subscription tax on nominal capital plus €20,00 per accompanied document submitted in case of the formation of a new company else €20,00 per document submitted.
The registration is completed within approximately one month or 3 to 4 working days under accelerated procedure from the date the application was duly submitted.
For further information you may contact the One Stop Shop/PSC Cyprus at tel. 22409345/328, fax: 22409432, email: psccyprus@mcit.gov.cy or the Registrar of Companies and Official Receiver at tel. 22404316, fax. 22404389, Email: deptcomp@drcor.mcit.gov.cy.
Branch of Overseas Companies
A branch of overseas companies does not constitute a legal entity different to that of its founding company.
Overseas companies registered abroad may establish a branch in Cyprus, provided that they file with the Registrar of Companies and Official Receiver within 30 days of such establishment. Notably, the branch must have the same name as the parent company.
The following documents, officially translated into Greek language, should be submitted, by hand or by mail, to the One Stop Shop or to the Registrar of Companies and Official Receiver:List of submitted documents by a foreign company (AE1);List of directors and secretary of a foreign company (AE2);Data of the foreign company’s authorised representatives residing in the Republic of Cyprus (AE3);A written statement signed by the authorized person showing: (1) the name and the legal status of the company, (2) the registration number, (3) the registered office, (4) the place of business In Cyprus, (5) the objects for which the company is established, (6) the issued and nominal share capital;A certified copy of the parent company’s charter or statutes or memorandum and articles of association in an official language of the Republic of Cyprus (with official translation in the Greek or English language in a different case). The certification should be made: (I) by a Government official to whose custody the original is committed, (2) by a notary Public, (3) by a company’s officer before a person with authority administered under oath;Fee of €300,00, plus €80,00 for the accompanied documents, plus an optional €100,00 for accelerated procedure (payable in cash, cheque or bank transfer).
In parallel, online applications for the registration of branch of overseas companies can be submitted.
The registration is completed within twenty (20) days or five (5) days under accelerated procedure from the date the application was duly submitted. For further information you may contact the One Stop Shop/PSC Cyprus at tel. 22409345/328, fax: 22409432, email: psccyprus@mcit.gov.cy or the Registrar of Companies and Official Receiver at tel. 22404373, fax. 22404389, Email: deptcomp@drcor.mcit.gov.cy.
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Types of companies in Cyprus
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- Just like Limited Liability Companies in countries like Hungary, in Cyprus this type of company, also called a LTD, can either be public or private, depending on the types of shares and the size of the corporation. Private limited companies do not need a minimum initial capital, but for setting up a public limited company, at least 15,000 EUR are needed. Both types can be established by one or more shareholders.
- Branch, Subsidiary or Representative Office – these types can either be formed separately from the parent company or as an extension of it in Cyprus. Each structure has its own requirements that have to be met by the founders.
Incorporating a Private Company Limited by Shares (LTD) in Cyprus
This is the most common type of company used in Cyprus and it is founded by one ore more partners, up to 50. The company must have a registered office in Cyprus and a local company secretary. The shareholders subscribe shares, monetary or non monetary, which are given a nominal value and cannot be transferred. The members of a private company limited by shares are liable to the company's debts and obligations only to the extent of the nominal value of their shares. In a private company limited by shares there is no minimum required capital.
Registering a Public Company Limited by Shares (PLC) in Cyprus
The public company limited by shares functions the same as a private company limited by shares, except that shares are freely transferable and there is no restriction as to the maximum number of partners. The minimum share capital of a public company limited by shares is EUR 15.000.
Establishing a Cypriot Branch, Subsidiary or Representative Office: Any foreign company is able to set up branch entities in Cyprus. These can be set up as separate entities from the parent company (Cypriot companies having the foreign company as shareholder) or extensions of the parent-company in Cyprus. Also subsidiaries are a popular option of entering the Cypriot market.
The incorporation procedure in Cyprus
Cypriot private companies limited by shares must have a registered office in Cyprus and are managed by a management board. An authorized company representative appointed by power of attorney can perform the registration procedure for a company in Cyprus. It may however be necessary to come in person when the bank account is opened in order to sign some papers and provide the registration certificate and identification documents of the managers.
VAT registration is only compulsory for the companies that perform activities that are subject to the Value Added Tax, such as trading.
A new company in Cyprus has to hire employees. Recruitment is not a difficult process if you collaborate with job websites and recruitment agencies, especially since the workforce in Cyprus is so well-trained. The average monthly salary is rather high in Cyprus and an employee earns approximately 1,800 EUR.
Key facts about Cyprus
- The standard corporate tax rate for companies that are registered in Cyprus is 12,5%, one of the lowest in Europe.
- The standard VAT rate is 19%, but there is a reduced rate of 8% and 5%. There are also some services and goods to which a zero VAT rate is applied. The minimum annual turnover that a company must reach in order to be mandatory to register for VAT is 15.600 EUR (or 10251 EUR for acquisition of EU goods).
- There is no withholding tax on the dividendspaid by a Cyprus company to its non Cyprus resident shareholders and no withholding tax applies on dividends received from EU subsidiaries.
Visa
Residence and employment permit
Residence and employment permits are granted mainly on a temporary basis and for a specified position.
Residence and employment permits are granted mainly on a temporary basis and for a specified position.
In case of self-employed or legal persons, the Civil Registry and Migration Department is the competent authority for the first issue and subsequent renewal of residence permits granted to all non-Cypriots employed by legal persons in Cyprus. The Civil Registry and Migration Department acts in consultation with other competent authorities such as the Registrar of Companies, the Labour Department and the Cyprus Police.
Employment of EU Citizens
EU citizens may enter the Republic without work contract and search for work for a period of 4 months before applying for a Registration Certificate for EU citizens to the Civil Registry and Migration Department.
The application for issue of registration certificate of Union citizen and his/her family members also EU citizens (MEU1) is to be submitted by hand to the PSC Cyprus’ office or to the local Immigration Branch of the Police along with the original identity card or passport, two passport-sized photographs, confirmation of engagement by the employer or certificate of employment for employed activity or certificate of registration to the social securities services as self-employed and the application fee of €8,54 and €17,09 for each family member citizen of a member.
The registration certificate is issued within 6 months from the date of application.
Employment of non-EU citizensThird country nationals and all companies of foreign interest wishing to register a company in Cyprus and employ third country nationals need to obtain a residence and employment permit by the Civil Registry and Migration Department. Some of the most important requirements they need to fulfill are the following:
the majority of the company’s shareholders should be foreign shareholders and in the case of shareholders whose ultimate owners are foreign companies, they should be declared in order to be approved by the Civil Registry and Migration Department (CRMD);in case where the percentage of foreign participation in the share capital of a company is equal or below fifty percent (50%) of the total share capital, this percentage should represent an amount equal or higher than €171.000 in order for a company to be considered eligible.
Eligible companies which fulfill the above conditions may employ third country nationals in the following positions. Companies should not commit themselves to employing third country nationals for all the following positions before securing a Temporary Residence and Employment Permit from the Civil Registry and Migration Department (CRMD):
A) Executive Directors.
B) Middle Management Staff.
C) Supportive Staff.
A) Executive Directors
The term ‘Executive Directors’ includes third country nationals registered as:
Consulting Directors or Partners (in the Registrar of Companies);General Managers of branches and subsidiary foreign companies;Departmental Managers
B) Middle-management staff, executive staff and any other key personnelthe abovementioned staff includes Directors who are not considered to be Executive Directors as well as other Executive/Middle-management staff or other managerial, clerical or technical personnel with an annual salary ranging from €20.503 to €40.999. The amounts may be adjusted from time to time according to fluctuations in the salary index;the maximum number of employees permitted in this category is 10. The CRMD has the discrete authority to decide on the employment of more than 10 people if justified, depending on each company’s operation data. In the case that the total maximum number is exceeded, the company should justify the necessity of the employment of third country nationals, taking into consideration the payments as well.
C) Supporting Staffall 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. In case that there are not available or suitable Cypriots or European citizens with the required qualifications, a company may employ third country nationals in positions of this category.
Foreign companies may approach private employment agencies for recruiting suitable staff. In addition local unemployed staff may be found through the Department of Labour while EU staff may be found through EURES, the European Job Mobility Portal.
Moreover, you may also visit the Ministry of Labour, Welfare and Social Insurance to find out more information regarding the procedure for the employment of non EU citizens:http://www.mlsi.gov.cy/mlsi/dl/dl.nsf/dmlgeneralinf_en/dmlgen
eralinf_en?OpenDocument
Social Insurance Scheme Registration
Every person gainfully occupied in Cyprus, either as an employed person or as a self employed person, is compulsorily insured under the Social Insurance Scheme. Moreover, every employer has to register with the Employer’s Register of the Social Insurance Services.Read more››
VAT Registration
Every natural or legal person, established in the Republic of Cyprus, is liable to register to the VAT. Read more ››
Taxpayers’ Registration
Natural persons are liable to register with the Inland Revenue Department and obtain a Tax Identification Number. Read more››
Premises related procedures:
Planning Permission and Development
Before the commencement of any development it is necessary to obtain a town planning permission for the conversion of premises and/or the relevant building/construction works. Read more ››
Building Permission
In order to build, demolish, construct, extend, amend, repair or convert the use of premises in the Republic of Cyprus, after the obtainment of a town planning permit, one needs to obtain a building permit by the appropriate local authority. Read more ››
Professional Premises
In order to use any building or any other type of premises for the operation of a business activity (industry, commerce, exercise of a profession or any other income earning activity) in the Republic of Cyprus, one needs to obtain a license for the use of any premises for business activity by the local Municipal or Community Council, within the boundaries of which the activity will take place.Read more>>
Sector specific procedures:
Depending on the business activity pursued, specific procedures and formalities maybe required. Read more ››
Whenever you need legal services in other European countries, such as company formation in Bulgaria or opening firms in Malta, please contact our partners in these country and they will provide you with the best legal advice and personalized consultancy.
http://www.businessincyprus.gov.cy/mcit/psc/psc.nsf/All/E89499B0CFFEBE
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