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Almost every Cyprus company formation produces a private company limited by shares, registered with the Department of Registrar of Companies and Intellectual Property under the Companies Law, Cap. 113. Its name must end in LIMITED or LTD, and it is what people searching for an “LLC in Cyprus” end up forming.
What makes the company private is its articles. Section 29 of Cap. 113 requires them to restrict share transfers, to cap the membership at fifty and to forbid any invitation to the public to subscribe for shares. One person may hold every share, and a private company on the standard Table A articles cannot issue bearer share warrants.
| Form | Members | Directors | Capital | Who uses it |
|---|---|---|---|---|
| Private company limited by shares (Ltd) | 1 to 50 | At least 1 | No statutory minimum; the memorandum states the authorised capital and its division into shares | Trading and holding companies, and nearly every foreign founder |
| Public company limited by shares (Public Company Ltd or PLC) | At least 7 | At least 2 | At least €25,629 of capital offered for subscription, plus a certificate of commencement of business before it may trade | Listed or capital-raising groups |
| Requirement | What Cap. 113 and the Registrar ask for |
|---|---|
| Shareholders | One to fifty, individuals or companies, of any nationality and resident anywhere |
| Directors | At least one, aged 18 or over, with no residence or nationality test; their names are published on the register |
| Secretary | Exactly one, aged 18 or over; a sole director may also act as secretary only where the company has a single member |
| Registered office | An address in Cyprus that is not a mailbox, where notices arrive and the statutory registers are kept; the address is public |
| Lawyer | The memorandum is signed by the lawyer who prepared it, and the lawyer entrusted with the incorporation swears the HE1 declaration before the court |
| Language | Memorandum and articles signed in Greek; without a certified translation on file, the Registrar certifies copies only in Greek |
| Objects | Specific objects, or the model memorandum of general objects for activities needing no licence |
| Beneficial owners | Filed in the BO Register within 90 days of incorporation |
The founders decide the company type, name, registered office, officers, members, share capital and objects first. Online filing needs access to the Registrar’s e-filing system, opened through the government’s CY Login.
The name application goes in by e-filing, by hand or by post. The Registrar’s search is not limited to Cypriot entities: it refuses names too close to an existing one, misleading names and names that would trade on an international organisation’s reputation, and restricted words need the competent authority’s consent. An approved name is reserved for six months, within which the incorporation must be filed.
The lawyer drafts the memorandum and articles in Greek; a private company may adopt Table A of Cap. 113 as its articles, in full or in part. The founders sign the memorandum with the number of shares each takes beside their names, and a witness confirms the signatures.
An online file consists of the HE1 statutory declaration, the signed memorandum and articles, the declaration of the witness of signatures and any consent needed for a restricted word or a regulated activity. A paper file adds form HE2 for the registered office and form HE3 for the first directors and secretary.
Once satisfied, the Registrar publishes the registration in the Official Gazette and issues the certificate of incorporation, which starts the company’s legal existence and carries its registration number, beginning with HE. Certificates of shareholders, of directors and secretary and of registered office, which banks and the Tax Department ask for, are issued on request.
The Registrar’s guidance gives no processing time for name approval or incorporation, only an accelerated procedure for both. Durations quoted elsewhere are advisers’ estimates, not the department’s.
Cap. 113 sets no nationality or residence test, so a founder in the United States, the United Kingdom or anywhere else can own and direct a Cyprus Ltd. Three things shape a formation run from abroad. It goes through a lawyer, who swears the HE1 declaration before the court. The founders sign the memorandum and articles in their own hand in front of a witness, whose declaration accompanies an online filing; the Registrar does not say where that witness must be, so plan the signing with the lawyer rather than assume an electronic process. And the company needs a real Cypriot address as its registered office.
Company law does not restrict foreign ownership, but EU sanctions limit several services for Russian nationals and residents and for entities established in Russia; our page on Cyprus companies (in Russian) covers these rules. And registering a company does not by itself give anyone a right to live or work in Cyprus.
Cyprus has no separate offshore company. A company owned and run from abroad is the same Ltd, taxed at the same rate; what differs is where it is tax resident. From 1 January 2026 a company is Cyprus resident if its management and control are exercised in Cyprus, or because it was incorporated in Cyprus unless a double tax treaty provides otherwise; Law 244(I)/2025 deleted the old condition that the incorporated company must not be resident in another state. A board that meets and decides abroad can therefore leave the company resident in two countries, and a treaty between them, where one exists, settles it.
| Obligation | Deadline or trigger | Where it is done |
|---|---|---|
| Tax identification number | Within 60 days of incorporation | Tax For All portal, logged in through CY Login, with the Registrar’s certificates and the filing officer’s identification |
| Beneficial owners | Within 90 days of incorporation; changes within 45 days of the company learning of them; confirmation each year from 1 October to 31 December | BO Register on the Registrar’s e-system |
| VAT | Taxable supplies of the past year above the €15,600 threshold, or expected to pass it within 30 days; from the first sale where services go to businesses in other EU states | Tax Department, followed by VAT and VIES returns |
| Employer registration | When the company becomes an employer | Social Insurance Services |
| Changes of officers, office or shareholders | Within 14 days, on forms HE4, HE2 or HE57 | Registrar of Companies |
Two details catch new owners out. Beneficial owner details are filed by the company’s own director, manager or secretary, not by an outside provider holding no office in it. And a company selling services to businesses elsewhere in the EU needs a VAT number from its first such sale, as the €15,600 threshold does not apply there.
| Item | Rule from 1 January 2026 |
|---|---|
| Corporate tax | 15%, up from 12.5% |
| IP box | 80% of qualifying profit from a qualifying intangible asset is deductible, about 3% effective, subject to the nexus calculation |
| Tax losses | Carried forward for 7 years instead of 5 |
| Deemed dividend distribution | Abolished for profits of 2026 onwards; it still applies to 2024 and 2025 profits attributable to Cyprus-resident individuals |
| Defence contribution on dividends to individuals resident and domiciled in Cyprus | 5% on dividends out of 2026 and later profits; 17% on dividends out of profits up to 2025 |
| Dividends to companies abroad | 17% defence contribution where the recipient is resident in an EU-listed non-cooperative jurisdiction, 5% where it is in a low-tax jurisdiction |
| Stamp duty | Repealed; only documents signed by 31 December 2025 remain subject |
| VAT | 19% standard rate |
| Double tax treaties | About 65 comprehensive agreements; most articles of the treaty with Russia have been suspended by Russia since August 2023 |
A Cyprus Ltd makes up an annual return once every calendar year, covering its registered office, officers, share capital and members, and files it within 28 days of its annual return date. For a new company that date falls on the day after the first 18 months from incorporation. The return carries the previous year’s financial statements, prepared under IFRS and certified by a director and the secretary; only the year of incorporation is exempt, and the next year if a general meeting was held in the first.
Cap. 113 requires an audit of every private company’s statements. A small private company may instead have them reviewed by a statutory auditor if, for two consecutive years, it stays within a turnover of €300,000, counting rent, interest, dividends and royalties, and a balance-sheet total of €500,000, the review thresholds; Law 2(I)/2026 raised the turnover limit from €200,000. The company also pays the annual levy to the Registrar by 30 June, and one that leaves it unpaid for a year can be struck off.
The account is opened after registration, and the bank alone decides. Cypriot banks verify a new company with the Registrar’s certificates, the memorandum and articles, a board resolution naming the signatories and the beneficial owners’ identity documents, and Bank of Cyprus asks a company registered in Cyprus for its BO Register filing receipt. Under the Central Bank of Cyprus directive of 2025, a company with nothing in Cyprus beyond a postal address and a secretary counts as a shell company, which a bank must refuse if it also lacks tax residence. What each bank publishes is set out on bank accounts for Cypriot companies.
A new formation gives you your own name, articles and share structure from the first day. A ready-made Ltd has already passed the two stages for which the Registrar quotes no time, and its registration date is already public, but it changes neither the tax rate nor the bank’s checks. The trade-offs are explained on ready-made shelf companies in Cyprus, and the general idea on off-the-shelf companies.
For Cyprus we can form a new Ltd or supply a ready-made one, prepare the formation or transfer documents and the filings with the Registrar and the BO Register, and help you put the bank application together. Where we have a working contact at a bank that suits the company, we can introduce you; the decision to open the account is the bank’s alone. Every Cyprus company needs a secretary, and we arrange the secretary and, where you want them, a director or nominee shareholder only through an administrative service provider licensed by CySEC or a lawyer or accountant supervised by the Cyprus Bar Association or ICPAC, as Law 196(I)/2012 requires; such a director carries an officer’s full liability, since section 197 of the Companies Law makes any clause excluding it void, and you are filed as beneficial owner in the Register of Beneficial Owners.
Choose the Ltd, have the name approved by the Registrar of Companies and have a lawyer draft the memorandum and articles in Greek. The founders sign them before a witness, the lawyer swears the HE1 declaration before the court, and the application is filed online or on paper. The Registrar then publishes the registration and issues the certificate of incorporation. The tax number is due within 60 days and the beneficial owner filing within 90.
Yes. The Companies Law sets no nationality or residence requirement for shareholders or directors, so one person living abroad can be the only shareholder, the sole director and, in a single-member company, the secretary too. A foreign founder still has to arrange a registered office in Cyprus that is not a mailbox, a lawyer to file the incorporation and a clear answer on tax residence.
Not under that name. Cypriot company law has no form called LLC; the equivalent is the private company limited by shares, whose name ends in Limited or Ltd. Its members are liable only up to their shares, there can be one to fifty of them, and the company needs at least one director and a secretary, which is close to what most founders mean by an LLC.
For a private company there is none. The memorandum states the authorised capital the company registers with and how it is divided into shares, and each founder writes the number of shares they take beside their signature. Only a public company has a statutory minimum: €25,629 of capital offered for subscription, and it needs a certificate of commencement of business from the Registrar before it may trade.
The Registrar publishes no processing time for name approval or incorporation and offers an accelerated procedure for both. The legal periods around them are fixed: an approved name is held for six months, the tax number is due within 60 days of incorporation and the beneficial owners within 90. A ready-made company skips the name and incorporation stages.
In principle, yes. Cap. 113 requires the financial statements of every private company to be audited, and they accompany the annual return and the tax return. A small private company may choose a review by a statutory auditor instead, where its turnover stays within €300,000 and its total assets within €500,000 for two consecutive years. Companies in groups that must consolidate, and those supervised by the Central Bank, CySEC or the Insurance Superintendent, cannot use the review.
Planning a Cyprus company? Tell us what it will do, who will own and run it and where they live, and we will tell you what the formation needs, or whether a ready-made Ltd fits better. Contact us, or write on Telegram or WhatsApp at +48 663 247 166.
More about Cyprus: the Cyprus overview, Cyprus shelf companies, bank accounts for Cypriot companies and Cyprus and Malta compared.