phc tsangarides llc

DIRECTORS

There is no legal requirement that a private company should have more than one director or that the company should have local directors. However, for a number of reasons (such as the safeguarding of the management and control of the company for tax purposes in Cyprus and the smooth running of the company here), local directors or alternates are also appointed. The above is not an obligatory scheme, but it is usually adopted by the clients.
In discharge of their duties, the local directors will act under the law of Cyprus but within this framework they will have to take into consideration the wishes of the beneficial owners of the shares and, in this respect, they ask for a normal "indemnity" which must be signed and returned in due course.
Facilities for appointing local directors are offered by our association with the Fullserve Group.

SECRETARY OF THE COMPANY

Each company has to have a Secretary, who may also be a director, but a sole director shall not also be the secretary, unless the Company has only one shareholder and only one director. The Secretary‘s duties are to keep and safeguard the records of the company, file Official Returns, etc. The Secretary acts under the control and the instructions of the directors, keeps the company’s statutory registers and performs certain administrative functions.
For practical reasons, it is normal to appoint as the Secretary a member of, or a company controlled by, the firm establishing the company. We provide this service through, our association with the Fullserve Group.

REGISTERED OFFICE

Each company must have a registered office, as its business address, in Cyprus, where its name and certificate of incorporation are exhibited. The registered office is the address where writs, notices and other official documents can be served on the Company.
We can provide this service at the premises through, our association with the Fullserve Group.

COMPANY'S MEMORANDUM AND ARTICLES OF ASSOCIATION

These form the constitutional charter of the company and are drafted by a local advocate. They are divided into two parts:

The Memorandum of Association, which primarily includes the objects and powers of the company particularly as regards its dealings with the outside world and third parties, its limited liability status and its authorized capital.
The Articles of Association which comprise the regulations under which the company operates as a legal entity and regulates the rights of the shareholders.

NOMINEES

The prevailing method used is for a company to secure its representation by employing Cypriot nominees. Members of our firm can undertake this by registering their names in the articles of association and memorandum. After the incorporation of the company the nominees transfer their subscription shares to the actual shareholders by issuing instruments of transfer or the nominees continue to hold the shares on trust on behalf of the beneficial owner.
A nominee acts on behalf of the beneficial owner. At the same time however, appointed nominees are not actually entitled to manage the company without the approval of the beneficial owner. Holding the shares on for the beneficial owner guarantees a high level of confidentiality.
The following documents are provided by the nominee to protect the security of the beneficial owner:

The trust deed
Undated Instruments of transfer
Directors’ resolution approving the transfer of shares to the actual shareholder
The original share certificates issued in the names of the nominal shareholders
Undated letters of resignation of the nominee directors

BANK ACCOUNTS

A company may open a bank account, in most of the main currencies, anywhere in the world. The signatories of such accounts need not necessarily be directors of the company, but appropriate resolutions must be passed by the company(following the format of the particular bank), to instruct its bankers accordingly.

AUDITORS

Each company must have its auditors who will audit the accounts of the company and file the Official Returns. Accounts can be kept elsewhere but must be filed in Cyprus with the relevant Authorities, by local authorized auditors. We can provide this service through our association with authorized auditors.

NOTE:

It usually takes around fifteen days from the day that we receive final instructions to secure the approval of the Registrar of Companies for a proposed name and for the registration of the company (a list of already registered companies and/or a list of names approved by the Registrar of Companies can be provided upon request). Your presence in Cyprus is not required for the registration of the Company.
The basic reporting requirements which should be adhered to by a company of limited liability registered in Cyprus are the following:
Annual Audited Financial Accounts which should be filed by accountants practicing in Cyprus and copies should be filed with the Department of Inland Revenue. The first audited accounts may cover the period of the first eighteen months of the company’s life.

EUROPEAN COMPANY Societas Europaea (SE) in Cyprus

The “Societas Europae” (SE) is a European public limited company which can be formed in any Member State of the European Economic Area.
The formation and maintenance of an SE is governed by the European Statute which contains two parts: a Regulation and Directive on employee involvement which has to be reflected in national legislations of the Member States. The majority of the countries have already implemented the amendments to the national legislation, including Cyprus.

A European Company can be set up in the following ways:

The formation of a holding company by public or private limited companies from two different Member States.
The merger of two or more existing public limited companies from at least two different member States
The formation of a subsidiary from at least two different Member States.
The conversion of a public limited company, incorporated under national law, having had a subsidiary at least for two years in another Member State.
The formation of an SE by the existing European Company.

The European Company must be registered in the country in which it maintains its administrative head office. The incorporated company must be registered with the Registrar of the Member State and published in the European Company’s Official Journal.
The restrictions on the choice of the name conformed to SEs are regulated by the legislation of Cyprus. Regardless of the currency, the SE is required to have a minimum amount of share capital of the equivalent of at least 120.000 Euro.

Forming a European Company in Cyprus has a range of advantages as such a company may conduct its activities while avoiding the legally complicated position of having to have its management complying with the regulations of different national laws.
The SE can transfer its registered office anywhere within the EU without winding up and re-registertration in the different Member States.
For tax purposes, the SE are treated in accordance with the national tax legislation. The low tax rate of 10% and the existence of a large number of double tax treaties make Cyprus the best choice for the formation of the European Company.

Furthermore, we undertake the registration of companies in other countries through our associate partners.