Fiduciary Services

Our corporate services department will offer you our professional fiduciary services.

Local Director

Registration of your company in Cyprus does not mean automatically that the company is tax resident in Cyprus. For a company to be tax resident in Cyprus the management and control of the company must be exercised in Cyprus. One important factor demonstrating that the management and control of a company is carried out within Cyprus is for the majority of the Board of directors to be residents in Cyprus and that the major management decisions of the company are taken in Cyprus.

It is now very important to be able to demonstrate that the Cyprus company is professionally managed by a competent and independent director both for tax and regulatory compliance purposes. The actual composition of the board of directors and how it functions is quite dependent on the size and business model of the company.

For all significant strategic issues the beneficial owner always has the ultimate decision-making rights while the company management should be vested in an independent board of directors. The beneficial owner may act as a controlling co-signatory in the company bank account together with the local director/s.

In some cases limited representation rights can be allocated by the local director/s by means of special powers of attorney delegating the negotiation and execution of a certain business deal abroad.

Directorship services are provided by licensed Company Administrators, such as our Firm as an optional service. If necessary we can offer you an exclusive Director not used in another company or in the same platform.

Nominee shareholders

A nominee shareholder is a person, unrelated to the actual owner, who is officially registered as the holder of shares in the company in the public registry of the Registrar of Companies in Cyprus.

Using a nominee shareholder may be useful for anyone who prefers a degree of privacy and anonymity and does not wish to be immediately seen as owning a certain business.

When a nominee shareholder is engaged as a service, confidential legal documents (declaration of trust/nominee services agreement/Transfer of Shares Instrument) are issued by the nominee in favor of the beneficial owner. Such documents would confirm in writing that the shares are only held by the nominee for the benefit and on behalf of the beneficial owner, and that only the beneficial owner is entitled to all benefits and profits from those shares.

Licensed company Administration Firms such as our Firm usually provide this service by a trusted individual or company to fulfill the nominee shareholder function.

Register of Ultimate Beneficial Owners (UBO Register)

The Cyprus government transposed the 5th EU Anti-Money Laundering Directive into Cyprus legislation during 2021. According to the legislation, it is an obligation of companies and other legal entities incorporated in the Republic to register their beneficial owners in a national centralized register.

The details of any individual holding directly or indirectly 25% plus one share should be disclosed in the national centralized register.

Incase where the beneficial owner is identified as a Trust, Foundation, other similar legal entity or listed company, the name of the entity should be disclosed.

Newly registered entities must electronically file the beneficial owners information within 30 days from the day of their registration and in the case of change of the beneficial owner or their information, the information is the register should be updated within 14 days.

Following the landmark judgement of the Court of Justice of the European Union in joined cases C-37/20 and C/601/20 (the “Judgment”), the Department of Registrar of Companies in Cyprus has announced the suspension of access to the UBO Register for members of the general public.

As of 23 November 2022, access to the beneficial ownership information will be made available only to the following persons:

Competent supervisory authorities

Cyprus Bar Association, Central Bank of Cyprus, Exchange Commission

Other relevant authorities

Unit of combating Money Laundering (MOKAS), Customs Department, Tax Department, Police

Obliged entities in the context of applying customer due diligence and identification measures

Credit institutions, financial institutions, natural or legal persons acting in the exercise of their professional activities (i.e. auditors, external accountants, tax advisors, notaries and other independent legal professionals and company service providers)

It should be highlighted that the recent announcement does not affect, in any way, the obligation lying on companies and partnerships to submit and/or update their beneficial ownership information with the UBO Register.

Our Firm can offer assistance and support for the ongoing compliance of the company’s statutory and regulatory obligations for the maintenance and filing of the relevant information in the UBO Register.

Registered office

The company must maintain a registered office in the Republic of Cyprus, which must not be a mailbox. At the registered office of the company is where, all notifications and notices are sent by the Registrar of Companies, the Tax office, the Vat office and other Government departments and where the Registers of the company (e.g. members, directors,charges etc.) and other documents are maintained.

The address of the registered office is published in the Registrar of Companies.

Secretary

According to the Company Law Cap 113, article 171, every company must have at least one Secretary.

The duties of the Secretary are more formal than executive and they are non decision-making powers. The Secretary is responsible for maintaining the company’s statutory registers and records in accordance with the standards imposed by the laws of Cyprus.

The secretary shall act under the instructions of the board of directors in order to prepare and file all statutory forms, resolutions and annual returns with the Registrar of Companies.

Our Firm will assist you to appoint a Company Secretary and assist you to comply with Secretarial Duties including maintenance of company Statutory Registers and filing of Annual Returns and Resolutions to the Registrar of Companies.