Starting a business is an exciting venture, but it comes with numerous legal considerations. In Cyprus, a well-established legal framework supports startups and provides a favourable environment for business growth.

This article provides essential tips for understanding corporate law in Cyprus, helping new businesses lay a solid legal foundation.

Choosing the Right Business Structure

The first step in establishing a business is choosing the appropriate legal structure.

In Cyprus, the most common types are:

• Sole Proprietorship: Simple and inexpensive to set up but offers no legal distinction between the owner and the business.
• Partnership: Suitable for businesses with multiple owners. There are General Partnerships and Limited Partnerships, each with different liability implications.
• Private Limited Company (Ltd): The most popular choice, offering limited liability protection and the ability to raise capital through shares.
• Public Limited Company (PLC): Suitable for larger businesses planning to list on the stock exchange.

For most startups, a Private Limited Company (Ltd) is often the preferred choice due to its flexibility and limited liability protection. This article will focus on the requirements for a Limited Company.

Incorporating your Company

Incorporating a company in Cyprus involves several steps:

• Company Name Approval: The proposed company name must be approved by the Registrar of Companies to ensure it is unique and not misleading.
• Submission of Documents: The following documents must be submitted to the Registrar: a) Memorandum and Articles of Association; b) Form HE1 (Declaration of compliance with the Companies Law). c) Form HE2 (Details of the registered office); d) Form HE3 (Details of directors and secretary).
• Payment of Fees: Pay the necessary incorporation fees to the registrar.

Understanding Corporate Governance

Corporate governance is important for the success and sustainability of your business. In Cyprus, companies must comply with the Companies Law, Cap. 113, which outlines the duties and responsibilities of directors and officers.

Key points include:

• Board of Directors: A minimum of one director is required for a private company. Directors have fiduciary duties to act in the best interest of the company.
• Company Secretary: Every company must appoint a secretary responsible for ensuring compliance with statutory requirements.
• Shareholders’ Meetings: Annual General Meetings (AGMs) must be held within 18 months of incorporation and subsequently once a year.

Compliance with Taxation Laws

Understanding taxation is equally important for any startup.

Cyprus offers one of the most attractive tax regimes in Europe:

• Corporate Tax Rate: The corporate tax rate is 12.5%, one of the lowest in the EU.
• VAT Registration: Businesses with taxable supplies exceeding EUR 15,600 per year must register for VAT, currently at 19%.
• Annual Tax Returns: Companies must file annual tax returns (IR4) and pay any due taxes.

Employment Law Considerations

If you plan to hire employees, it is important to understand Cyprus employment laws:

• Employment Contracts: Must clearly outline the terms of employment, including salary, working hours, and benefits.
• Social Insurance: Both employers and employees must contribute to the Social Insurance Fund. The employer’s contribution is currently 8.3% of the employee’s salary.
• Employment Rights: Employees are entitled to various rights, including minimum wage, working hours, and leave entitlements.

Protecting Intellectual Property

Protecting your intellectual property (IP) is important for safeguarding your business innovations and branding.

In Cyprus, you can protect your IP through:

• Trademarks: Register your trademark with the Department of Registrar of Companies and Official Receiver or with the European Union Intellectual Property Office (EUIPO).
• Patents: Obtain patent protection through the Cyprus Patent Office or through the European Patent Office.
• Copyrights: Automatically protected upon creation, covering literary, artistic, and musical works.

Understanding Regulatory Compliance

Depending on your industry, there may be additional regulatory requirements.

For example:

• Financial Services: Regulated by the Cyprus Securities and Exchange Commission (CySEC).
• Real Estate: Adherence to property laws and regulations is crucial.
• Health and Safety: Compliance with workplace health and safety standards.

Understanding corporate law in Cyprus requires careful planning and adherence to legal requirements. By understanding the key aspects of incorporation, corporate governance, taxation, employment law, intellectual property protection, and regulatory compliance, startups can establish a strong legal foundation. Consulting with legal experts can further ensure that your business is compliant and positioned for success.

For more personalized guidance and legal support, AGPLAW is here to help you understand the complexities of corporate law in Cyprus, you may contact our team of experts at agp@agplaw.com 

The information provided by AGPLAW | A.G. Paphitis & Co. LLC is for general informational purposes only and should not be construed as professional or formal legal advice. You should not act or refrain from acting based on any information provided above without obtaining legal or other professional advice.