Cyprus Company Formation: Cyprus Branch of Overseas Company
Part VIII of Cyprus’ Company Law deals with companies incorporated outside the Republic of Cyprus and lays down the provisions as to the establishment of a place of business of those companies in the Republic of Cyprus, whereby they will be recorded as Overseas Companies, by filing the necessary documents to the Cyprus Companies Registrar under the Companies Law Cap. 113 (section 347).
The registration of a branch does not mean that a new legal entity is created in Cyprus. It means that the already existing legal entity, which is established under a different jurisdiction, has a branch in the Republic of Cyprus and it may operate through this branch for its international activities.
The branch enjoys all advantages extended to all international business entities.
If the management and control of the business of the branch is not in Cyprus, the profits of the branch are exempted from all taxes. In the case that the management and control of the branch is in Cyprus, the profits are taxed at the rate of 12.5%.
Every overseas company wishing to establish a branch in Cyprus is required to file various documentation with the Registrar of companies within one month of establishment. Such documents must be certified by the Registrar of Companies or by a director of a company as true copies and legalized by an Apostille or Notary Public and translated in Greek.
The documents required to be submitted to the Registrar in order to proceed with the registration of a branch (with a view to obtaining a certificate of a foreign company in the Republic of Cyprus) according to CAP 113, section 347 are:
- A written report including the following info:
the name and legal form of the overseas company;
(b) the registered office and the address (postal or otherwise) of the overseas company;
(c) the purpose and objects of the overseas company and of the place of doing business;
(d) the relevant registration number of the overseas company, where the basic information about the company have been filed;
(e) the amount of the capital subscribed.
- The Memorandum and Articles of Association of the company or a copy of any other instrument constituting or defining the constitution of the company in 3 copies, where one must be signed as true copy;
Note that the Memorandum and Articles will need to be translated in Greek in order to be able to submit it to the Registrar (a task that we will undertake ourselves).
- A list of the directors and secretary of the company (a copy of minutes and resolutions of the company where the names and details of the directors and secretary are shown would suffice).
- The names and addresses of one or more authorized persons resident in the Republic of Cyprus who is authorized to accept service of notices on behalf of the company.
It is important that there must be a representative person of the branch resident in Cyprus authorized to represent the company and the branch when carrying out transactions with 3rd parties and when it is represented before the court and authorities (he will need to sign the registration forms and letter addressed to the Registrar).
Why You Should Choose Us
Parparinos Milonas Corporate and Legal Consultants will assist its clients, wherever in the world their company is located, with every step and procedure that is required to set up and start running such a branch as well as help you gain a substantial understanding of what Cyprus has to offer in establishing and operating your branch in Cyprus.
With our fast and ‘on the ball’ approach to business, we never leave anything for the next day. By working round the clock, our clients’ interests come first as we strive to maintain high service standards for all to benefit from.