Company registration in Cyprus, BVI, Seychelles, Belize and Malta.
In Cyprus to register a company from scratch, usually takes approximately 10 to 18 working days (it also depends on the existing workload of the registration department of the Registrar of Companies).
In order to register a company or any other legal entity in Cyprus, the following notes should be taken into consideration:
- There must be a detailed description of the proposed activities of the company
- The countries in which the business will be carried out must be defined
- A proposed name of the company must be provided (2-3 names may be required in order to increase the possibility of getting a name approved by the Registrar of Companies )
- There are no legal requirements as to the minimum or maximum share capital of the company. Authorised Capital may be stated in any currency. Capital duty at the rate of 0,6% of the authorized capital is payable to the Government on incorporation and subsequent increase of any amount of the authorized capital.
- The company by law must have a secretary and in this respect a secretarial company can be provided by reputable service providers.
- The company by law must have a registered office in Cyprus, which may also be used as the business address of the company.
- It is a requirement by law that every company limited by shares must have at least one shareholder. If anonymity is required the shares may be held by trustee companies in trust for the beneficial owner without public disclosure of the owner’s identity. Trustee companies may be provided by reputable service providers. A bank reference for each beneficial shareholder is required.
- The following information is required for each shareholder:
- Full name
- Residential and business address
- Date of birth
- Details of past and existing business activities
- Notarized copies of passport
- For corporate shareholders, notarized copies of the statutory documents and the most recent financial statements
- The following information is required for each director:
- Full name
- Residential address
- Date of birth
- Notarised passport copy
- Other directorships in Cypriot companies
- It is recommended that the majority of the directors are Cyprus-residents since in order to benefit from the low taxation it is important that the company is managed and controlled in Cyprus. Resident directors may be provided by reputable service providers.
- The formation and registration of the company (including operational matters such as printing the letterheads, setting up of statutory and accounting books, opening of bank accounts, etc) may take up to a maximum of one month.
- Following the registration of the company the following documents are provided properly legalized and translated into English (if clients wish to):
- Memorandum and Articles of Association
- Certificate of Registration
- Certificate of Directors and Secretary
- Certificate of Shareholders
- Certificate of Registered Address
- Share Certificates
After its formation, the company may open Bank Accounts with any bank in any currency and money transfers are not affected by exchange control restrictions. The company may arrange for local bank signatories to be appointed to operate the bank accounts.
IBC – an International Business Company – is the most commonly used official name for what is more popularly known as an “offshore company”. IBC’s are the basic building blocks of the offshore financial services industry. With more than 600,000 total incorporations and more than 5000 new companies registered every month, BVI is by far the most popular offshore tax haven. Such is the dominance of the British Virgin Islands as an offshore corporate domicile, that in many regions of the Far East International Business Companies are called simply as “BVI’s“.
The most important characteristics of a BVI:
Excemption from Tax
A BVI Business Company is exempt from the BVI income tax, the same exemption applies to all dividends, interest, rents, royalties, compensations and other amounts paid by a company, and all capital gains realised with respect to any shares, debt obligations or other securities of the company. No estate, inheritance, succession or gift tax is payable with respect to any shares, debt obligations or other securities of a BVI BC. All transactions and instruments relating to transfers of any type of property of assets, shares, debt obligations or securities to or by a BVI BC are exempt from the stamp duty, with a sole exception for land-ownership transactions in the British Virgin Islands, in which case stamp duty remains payable.
A British Virgin Islands Business Company has separate legal personality and the same powers as a natural person.
Confidentiality is one of the key features of the BVI Business Company as details of the company beneficial owners, directors and shareholders are NOT part of public record. Register of Members, Register of Directors and all Minutes and Resolutions by the Company are kept only at the offices of the Registered Agent in complete confidentiality. Certainly, though, these files are available for inspection to Company shareholders. The only documents held on public record are the Memorandum and Articles of Association, but these normally do not contain any indication as to the actual shareholders, directors or the beneficial owners of the company.
A BVI Business Company requires a minimum of one owner, one shareholder, and one director. All of them can be the same person. Apart from the director, the company does not need to appoint any operating officers. The shareholders, directors and officers of a BVI Business Company may be individuals or corporations and of any nationality. The shareholder’s or director’s meetings need not be held in the British Virgin Islands and there is no requirement for an Annual General Meeting.
BVI Companies do not have an obligation to prepare or file Audited Financial Statements. However, sufficient records must be kept to show and explain the Company’s transactions; and will, at any time, enable the financial position of the Company to be determined with reasonable accuracy. Such records do not have to be kept in the British Virgin Islands and the location for keeping such records can be freely determined by the owners of the Company.
The shares of a BVI Company may be issued in bearer form. However the bearer shares may not be issued to their actual owner but may only be kept in custody of a licensed custodian in the BVI, or with such custodian outside BVI, together with a written indication as to the actual identity and address of the owner of such shares. The schedule of Government fees for BVI Business Companies contains a clear negative incentive against utilising bearer shares in the structuring of the Business Companies, as the Government fees for such companies will be considerably higher.
Various types of incorporations
A BVI Company may be incorporated as a company limited by shares, a company limited by guarantee (with or without authorisation to issue shares), an unlimited company (with or without authorisation to issue shares), a segregated portfolio company and a restricted purpose company.
A BVI Company may not be registered under a name that is identical or similar to a name of an existing BVI company that, in the opinion of the Registrar, such name would be confusing or misleading. As the BVI Registrar of Companies has a name-reservation system, a reserved name would also be considered as an already existing name. The Registrar may also refuse the registration of any particular name if, in the opinion of the Registrar, such name is offensive or, for any other reason, objectionable.
Appointment of Agents
The directors of a BVI Company may appoint any person (including an existing director), to be an agent of the Company. Subject to the Memorandum and Articles of Association such agent has such powers and authority as the directors may prescribe, except that no agent shall have no authority to amend the Memorandum or Articles; to appoint directors or agents; to approve a plan of merger, consolidation or arrangement; or to make a declaration of solvency or approve a liquidation plan.
There are many reasons to register a Seychelles Company, but the two major benefits are low cost and fast registration. From all of available offshore jurisdictions worldwide, Seychelles offers the cheapest and fastest company formation.
The Seychelles also offers zero tax to IBC’s. This means that the business is not subject to duty or tax on any income or profit. This zero tax is also extended to the shareholders of the company who are not liable for tax from the Seychelles government for any income from their Seychelles Company.
Another major advantage is the privacy of the business owners. The Registrar of Companies does not even require information on the beneficial owners of the company, and although it does require information on the directors and shareholders, none of that information is part of the public record for the company that is registered.
The only restriction on a Seychelles IBC is that they cannot conduct business within the Seychelles, which means the Company cannot have customers/clientele within the Seychelles, and also cannot own real estate within the country. Although activities within the Seychelles are forbidden, Seychelles IBCs can conduct business with other Seychelles IBCs.
Some additional benefits of a Seychelles offshore company:
- No minimum paid-up capital requirements
- Only one director is required
- Non-resident directors allowed
- Corporate directors allowed
- Minimum number of shareholders is one
- No need of filing Audited Financial Statements
The Company Formation Procedure and the Requirements
Although the Seychelles registrar does not require information about the beneficial owners of companies, it is a requirement for the registered agents for all Seychelles IBCs to maintain a full collection of KYC on all of the owners and officers of the Seychelles Company. Therefore a number of documents will need to be provided for all directors, shareholders, beneficial owners and authorized signatories of the company you wish to register.
Basic overview of the registration procedure:
- Perform a name check
- Apply to the registrar of companies
- Submit the documentation and application
- Await documents
If you want to incorporate your offshore company in such a way that it’s cost-effective, requires very little of your time and paperwork, and easy to operate from overseas, then registering a Belize company is the right way to achieve that.
Belize offshore company is an ideal tax planning vehicle which can be used for a wide range of commercial activities. Few of those activites are trading, share ownership in other companies, financial management, investment holding, leasing of other assets, real property ownership, ownership of a ship or yacht, provision or professional or other services, asset protection and confidentiality, transfer pricing and ownership of intellectual property.
You can employ such an offshore company as an independent front company for your business or in conjunction with other (taxable, onshore) companies in more elaborate schemes.
In either case, it helps you minimize taxation and protect your assets.
Benefits of Belize offshore company formation:
- No minimum capital requirement
- No requirement for Audited Financial Accounts
- No need for annual returns
- No requirements for a local director or secretary
- No requirement for an Annual General Meeting. Directors can participate in a meeting anywhere in the world by telephone.
Full Tax Exemption for Belize Company
Under the International Business Company (IBC) Act of 1990, Belize companies are exempt from all types of taxation and stamp duties:
- Tax exemption on all sources of income of a Belize company
- No withholding tax on dividends, interests, royalties, rent, compensation or other amounts paid by a Belize IBC
- No tax on capital gains, be it from shares, obligations or other securities in possession of a Belize IBC
- No exchange control restrictions
Incorporating offshore company in Belize is confidential:
Belize’s offshore company law has a number of provisions ensuring that Belize IBC to provide freedom of the individual and the ability of private commercial transactions:
- The share register kept by the Belize IBC may only be inspected by a shareholder
- There is no restriction on nominee shareholders and bearer shares may be issued
- No filing of Accounts or Annual Returns
- No public filing requirements except memorandum and articles of association required for Belize offshore company formation.
We provide specialist Malta Company formation services to corporate or individuals planning to register a company in Malta. We are able to offer quick and especially cost effective company formation services in Malta!
Ranked among the most prosperous countries in the European Union and classified as an advanced economy by the International Monetary Fund and the World Bank, Malta has become more and more attractive for foreign investors. Since its accession to the European Union, Malta has undergone significant changes in order to become competitive. The strength of the Maltese economy comes from its strategic location, its taxation system, skilled and multilingual workforce and the developed financial, tourism and IT industry.
What are the advantages of forming a company in Malta?
1. Well regulated yet flexible regulatory jurisdiction
Malta is renowned for being a well regulated jurisdiction, with specific legislation covering a host of different forms of entities (e.g. foundations, trusts, protected cell companies, single member companies etc) as well as for specific business activities, such as gaming, maritime, financial services, intellectual property and so forth.
2. An efficient tax jurisdiction
Malta has an attractive tax system based on tax refunds upon the distribution of dividends. A company can chose to be taxed at 35% on incoming dividends and then apply for 6/7 refund on the Malta tax paid, which means 5% actual tax. Interest and royalties received from outside Malta are taxed at 10%. There is no withholding taxes payable on outbound dividends, interest or royalties. Also there is a well developed network (namely 57) of double taxation agreements with all EU countries, with the US and others.
3. Low Set-up and Operational Costs
The costs of setting up and running a company in Malta are reasonable and relatively lower than the same costs in other jurisdictions in Europe. Professional services are normally attained at considerable lower rates than in most of Europe and these entail an overall efficient and lean operating cost structure whilst being compliant in all respects.
Other benefits include a sound banking system with major banks represented, established legal system based on UK law and English being the official language, corporate legislation conforming EU law and standards and remarkable IT infrastructure.
Incorporation in Malta:
The minimum share capital of a private company is Euro 1,165 of which at least 20% has to be paid up. Maximum amount of shareholders is fifty (50) and minimum number is two (2) (although a single member company may also be registered under the Companies Act).
The Malta Company Formation Process is straightforward and can be done in as little as 48 Hours!