Registration of Cyprus Offshore Company or International Business Company (IBC)
A Cyprus International Business Company (IBC) does not manage or control the company in Cyprus as it is offshore. Membership in the European Union (EU) opens doors for doing business with other EU countries and companies. Cyprus IBC’s are separate legal entities resembling a private limited liability company.
Registration of International Business Company (IBC) Benefits
A Cyprus International Business Company (IBC) has the following benefits:
• 100% Foreign Ownership: Foreigners can own all shares.
• Limited Liability: A shareholder’s liability is limited to capital investment.
• Privacy: Nominee shareholders are allowed anonymous ownership.
• No Taxes: However, U.S. taxpayers and everyone obligated to pay income taxes on global income must declare all income on their tax forms.
• One Shareholder: Only one shareholder is needed to form an IBC.
• One Director: Only one director (or sole shareholder) is needed to manage the IBC.
• Residency Permits: Residence and employment permits for foreign employees and residence permits for their families can easily be obtained.
• Foreign Currencies: An IBC is not restricted to the Euro and can use any currency.
• European Union: Cyprus is a member of the EU, allowing ease for an IBC to do business in Europe.
• Low Minimum Share Capital: The required minimum share capital is currently 1,000 Euro.
• English: English is Cyrpus’ second official language after Greek.
Cyprus IBC Company Name
Every Cyprus IBC must have a unique company name.
Company names can be in any language using the Roman alphabet.
The IBC company name must end with the word ‘Limited’ or its abbreviation ‘Ltd’.
Registration of International Business Company
A licensed Cypriot lawyer must prepare the Memorandum (business activities the company may engage in) and Articles of Association (rules, regulations and management of the company) and file them at the Office of the Registrar of Companies.
Registration also includes filing the names, addresses, and citizenship of the registered shareholders as well as the beneficial owners with the Registrar of Companies. Nominee shareholders may be appointed to keep their names anonymous.
Shareholders are only liable for their contributions to the company.
The IBC may have from 1 to 50 shareholders. The Memorandum and the Articles of Association must include a provision declaring if there is only one shareholder in the company.
Shareholders can be residents and citizens of any country, companies or natural persons, and nominee shareholders are permitted for increased privacy. However, bearer shares are prohibited.
Directors and Officers
A minimum of one director (corporation or natural person) is required and can reside in any country.
The Registrar maintains a public record Director’s Register.
A company secretary (corporation or natural person) is required.
Accounting and Auditing
Every IBC must file accounts records with the Registrar of Companies and Tax Authorities within the first 18 months from its incorporation date. Annual account filings will be mandatory thereafter.
The only required audited account filing is for the initial one and the filing of annual tax returns is not required.
Every IBC must maintain a local office address.
Minimal Share Capital
The required minimum share capital is 1,000 Euro (or any equivalent currency). The minimum issued capital is 1 Euro which need not be paid up or deposited into the company account.
Annual General Meetings
Annual general meetings for the shareholders are required and can be held anywhere in the world with proxies also permitted.
Directors may but are not required to hold annual meetings.
An IBC with no control or management in Cyprus (all its directors reside outside of Cyprus) and no source of income within Cyprus is considered a non-resident company and is exempt from all taxes.
Dividends paid to shareholders are also exempt from taxation.
U.S. citizens and taxpayers from countries taxing worldwide income must declare all income to their tax agency.
The names of all shareholders as well as a Registry of Directors are part of public records accessible to the public; however, nominee shareholders are allowed anonymous ownership.
Incorporating an IBC can take between an estimated 7 to 10 business days.
Shelf IBC companies are available for purchase in Cyprus to speed up the incorporation process.
A Cyprus International Business Company has the following benefits:
100% foreign ownership, limited liability, no taxes, privacy, a single shareholder to form the IBC, only one director required, low minimum share capital, foreign currencies permitted, EU membership, and English is its second official language.