This document provides information about incorporating a Cyprus company through Meritservus. It discusses procedures such as choosing a company name, incorporation requirements, share capital, shareholders, references, registered office and secretary services, bank accounts, and fees. The appendices provide forms and additional details on these topics.
1. ‘…to strive for success in pursuit of excellence...’
Informational Pack-
Incorporation of a Cyprus company
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TABLE OF CONTENTS
PROCEDUREFOR THEFORMATION OF A CYPRUS COMPANY.....................................................................................- 3 -
1. NAME OF THE COMPANY ..................................................................................................................................................- 3 -
3. INCORPORATION OF A COMPANY....................................................................................................................................- 3 -
4. REQUIRED REFERENCES.....................................................................................................................................................- 3 -
5. OUR SERVICES......................................................................................................................................................................- 3 -
6. ANONYMITY........................................................................................................................................................................- 3 -
7. OPENING OF BANK ACCOUNTS.........................................................................................................................................- 4 -
8. SHARE CAPITAL..................................................................................................................................................................- 4 -
9. OUR CHARGES......................................................................................................................................................................- 4 -
APPENDIX A – APPROVED NAMES & COMPANIES EXISTINGOR UNDER REGISTRATION.................................- 5 -
APPENDIX B – QUESTIONNAIREFOR INCORPORATION OF COMPANIES................................................................- 6 -
1. NAME OF COMPANY...........................................................................................................................................................- 6 -
2. OBJECTS OF COMPANY ......................................................................................................................................................- 6 -
3. SHARE CAPITAL..................................................................................................................................................................- 7 -
4. SHAREHOLDERS...................................................................................................................................................................- 7 -
a. Individual Shareholders ..............................................................................................................................................- 7 -
b. Corporate Shareholders ..............................................................................................................................................- 8 -
5. REFERENCES.........................................................................................................................................................................- 8 -
a. Bank reference ...............................................................................................................................................................- 8 -
b. Identification references...............................................................................................................................................- 8 -
c. References for corporate shareholders......................................................................................................................- 8 -
6. TRUSTEE SERVICES.............................................................................................................................................................- 8 -
7. REGISTERED OFFICE AND SECRETARY...........................................................................................................................- 9 -
8. BANKERS...............................................................................................................................................................................- 9 -
9. OFFICES.................................................................................................................................................................................- 9 -
10. DIRECTORS....................................................................................................................................................................- 10 -
APPENDIX D...................................................................................................................................................................................- 12 -
APPENDIX E– INSTRUMENT OF TRANSFER.......................................................................................................................- 15 -
APPENDIX F – SCHEDULEOF CHARGES ..............................................................................................................................- 17 -
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Procedure for the Formation of a Cyprus Company
1. Name of the company
The name of the company needs to be approved by our Registrar of Companies. Names that may appear
of a common nature such as ‘General Trading’ or ‘Financial Services’, or names that could be misleading
to the stature of the company in question or to its respective line of business, such as the words
‘International’ or ‘Global’, will probably not be accepted, and should be avoided.
It is for this purpose, that we would rather you list up to four alternatives of potential names, in the order of
your preference. It usually takes up to 15 working days for the Registrar to grant approval of these names
but this procedure can be expedited to 10 working days for a fee of €26.
2. Ready made Companies or approved names.
If for any reason you would like to acquire an already ready incorporated company or you may want to
choose from a list of approved names, please refer to Appendix A.
If you are acquiring an already incorporated company please complete Appendix B.
3. Incorporation of a Company
Upon approval of the name, it takes up to three weeks for the incorporation of a company upon payment
of a fee of €85 otherwise the process may take much longer.
Information of incorporation – please refer to Appendix B for the information required to incorporate a
company.
4. Required References
The required references are as follows:
- Bank reference letter
- Utility Bill
- Passport copies of the beneficial owners
- that should be notarized or certified by a professional organization
(Please refer to Appendix C for a sample bank reference).
5. Our services
Our attached brochure has a detailed description of Meritservus’ line of services for your reference.
6. Anonymity
If you would prefer that the names of shareholders do not appear in the Public Registry of Companies, then
you may use the services our Trustee Companies. The shares will be registered under the name(s) of one of
our Trustee Companies, but the ‘Trust Deed’ which will be signed will indicate the respective beneficial
owner (as per Appendix D). Please note that at any instance these shares may be transferred to the
beneficial owner by completing and signing the ‘Instrument of Transfer’ document (as per Appendix E).
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7. Opening of bank accounts
As soon as the company is registered, bank accounts may be opened with a Cyprus Bank or any other
banking institution of your choice abroad. Our company representatives will act as signatories of the bank
accounts upon receipt of written instructions from the client. In the instance where there are non residents
signatories, the relevant bank forms will be forwarded to them for signature. Signatures of non resident
individuals require certification by a Notary Public or by an internationally or regionally acclaimed bank and
should be accompanied by a bank reference letter as well as copies of the signatories’ passports.
8. Share Capital
There is no minimum share capital requirement for the registration of a Cypriot company. However all our
Companies have an authorized capital of €15.000 with subscribers shares of 2000 of €1 each (not paid).
If you are incorporating a new Company you may request to increase the authorized capital of the
Company. The duty payable is 0.6% on such increased amount.
9. Our Charges
Our schedule of charges as shown in Appendix F.
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Appendix A – Approved Names & Companies existing or under registration
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Company Name
Approved
Names
Registration
Date
Under
Registration**
Registration
No.
CLIFF HILL HOLDINGS LIMITED 10/04/2008 227235
FAIRIDGE HOLDINGS LIMITED 29/05/2008 230298
GRANDOAKLEY HOLDINGS LTD 02/07/2008 233019
FLAIRMONT HOLDINGS LTD 26/07/2008 234669
MAYHEW HOLDINGS LTD 05/08/2008 235266
ROXBORO HOLDINGS LTD 05/08/2008 235268
KRATANIA INVESTMENTS LTD √
ARIMANCO HOLDINGS LIMITED √
AGOSTO HOLDINGS LIMITED √
PRESTIA HOLDINGS LIMITED √
DEPETRIS INVESTMENTS LIMITED √
PERLROY INVESTMENTS LIMITED √
ESKRIDGE INESTMENTS LIMITED √
CANESTRO INVESTMENTS LIMITED √
EVRENCO INVESTMENTS LIMITED √
RAGANO INVESTMENTS LIMITED √
REPOLIA HOLDINGS LIMITED √
*Already Registered Companies available for acquisition.
** Under registration Companies submitted for registration.
*** Registered names – choose a name and we will incorporate a Company.
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Appendix B – Questionnaire for Incorporation of Companies
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1. Name of Company
Please list in order of preference up to four names. The Registrar of Companies will not accept names that
are considered of general nature, misleading, or imply an unsubstantiated royal, national or international
connection.
A
B
C
D
2. Objects of Company
Please indicate in order of priority the objects of the company and give brief details of the type of work to
be done.
Holding/Investment
Trading
Agency
Property
Manufacturing
Royalties
Other
(please specify)
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3. Share Capital
The minimum authorized share capital we register our companies is €15.000 divided into 15.000 ordinary
shares of €1,00 and minimum issued share capital is €2.000 ordinary shares of €1,00 each. If you require a
different capital structure please indicate below.
Capital of company (€ EUR)
Type of shares
(if not ordinary)
Other requirements
(please specify)
4. Shareholders
Please insert all details. If the shares of the Company will be under nominees please insert percentage.
a. Individual Shareholders
Holding
(%)
Under
nominee
(%)
A Name
Address
Occupation
Nationality
B Name
Address
Occupation
Nationality
C Name
Address
Occupation
Nationality
D Name
Address
Occupation
Nationality
Please provide us with copies (duly certified as true copies) of the passports of the individual shareholders
(see also references paragraph 5)
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b. Corporate Shareholders
Name of the company
Registered Address
Country of Incorporation
Registration No
5. References
a. Bank reference
A bank reference is required of the beneficial owner. Specimens are attached for individual and corporate
shareholders.
b. Identification references
It is also a requirement that you provide us with copies of passports of the beneficial or ultimate beneficial
owners of the company (notarized), unless the shareholder is a public company.
c. Utility Bills for verification of the address of the beneficial owners
d. References for corporate shareholders
If the shareholder is a corporate body please send the following:
The Certificate of Incorporation (Registration)
List of Directors
The Registered Office
List of shareholders or extract of the Shareholders Register
Passport copies of the ultimate beneficial owners (unless the shareholder is a public company)
6. Trustee Services
If you have chosen to have the shares of the Company registered under nominees a draft of a suitable Trust
Deed is attached.
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7. Registered Office and Secretary
The Registered Office is the official address of the company
The Secretary is the Officer of the Company for statutory purposes
- Meritservus Secretaries Ltd provides both of these services
Please check the box for Meritservus Secretaries Ltd to provide the Registered Office
and the Secretary for the Company
Any other requirement
(please specify)
8. Bankers
Please check the box for Meritservus Secretaries Ltd to appoint Bankers for the
Company and open a bank account. Please indicate the currency of the bank account. US $
€
9. Offices
Please check the box for help in finding and/or furnishing a fully fledged office (or
continue to section 10)
Furniture Office
Please check the box for fully fledged offices of short/long duration
Short Long
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10. Directors
To appoint a director to the company please provide the names, addresses, nationality and occupation of
persons to be appointed.
In order to take advantage of the Double Tax Treaty Network of Cyprus it is essential that the
management and control of the Company is in Cyprus. This is achieved by at least the majority of directors
be residents of Cyprus. We will provide two professionally qualified directors and in case you wish to
appoint a director on the Board, please provide the following information:
A Name C Name
Address Address
Occupation Occupation
Nationality Nationality
B Name D Name
Address Address
Occupation Occupation
Nationality Nationality
Please tick if you will require management and control for tax purposes in Cyprus
For all directors appointed by the beneficial owners of the company we require copies of passports, as
well as utility bills and bank reference letters.
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Appendix C
NAME OF BANK
To Whom It May Concern:
We confirm that 1
has been our client for more than a year and that the respective client’s banking
transactions are carried out in a very satisfactory manner.
2
has proved to be creditworthy, respectable and of good financial standing.
Yours Sincerely,
Bank Signatory
1&2
Name of client
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Appendix D
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TTRR UU SS TT DD EEEEDD
THIS DEED OF TRUST is made the day of , 200 BETWEEN
(hereinafter called "the Grantor") of the first part, and of Limassol, Cyprus (hereinafter called "the
Trustee") of the second part.
W H E R E A S:-
(a) The Grantor for consideration given is beneficially interested and entitled to
fully paid up shares (hereinafter called "the Said Shares") numbered from to
both inclusive, of the nominal value of CYP1.- each, in the undertaking called
a Company incorporated in Cyprus, now held by the Trustee.
(b) The Grantor is entitled to have the Said Shares registered in his name forthwith but for reasons of
his own he does not wish to exercise at present his such right, and as a result the Said Shares will
continue to be registered in the name of the above Trustee, who will receive an agreed
remuneration for acting as herein provided and who has accepted to do so.
NOW THIS DEED made in pursuance and in consideration of the above WITNESSETH as follows:-
1. The Grantor hereby declares and directs that the Trustee shall hold the Said Shares upon the
following trusts:-
(a) Upon trust either to retain the Said Shares or at the direction of the Grantor, to transfer
same in the name of the Grantor or, at the direction of the Grantor, to transfer the Said
Shares or any of them under terms and to the person or persons indicated by the Grantor
and pay the proceeds of any sale of them to the Grantor.
(b) Upon trust to transfer the Said Shares to the Grantor if, after written notice given to the
Grantor by the Trustee, the former for more than fifteen days from the date of the notice
fails to indicate another person to whom the Said Shares may be transferred and upon
further trust that, if the Grantor fails to accept such transfer of shares, to transfer the Said
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Shares to any other person of the choice of the Trustee, after ensuring that the Grantor's
interests in the Said Shares are fully secured.
(c) To pay over to the Grantor any dividend becoming payable in respect of the Said Shares
or any other amount to which the holder of such shares would be otherwise entitled to,
either during the existence of the Company or upon its winding up and so long as the said
Trustee shall continue to appear as the registered holder of the Said Shares or of any part
thereof.
(d) To exercise any other right or power, in consultation with the Grantor, with regard to the
Said Shares, (not otherwise specifically provided for herein), which right or power may be
exercised by the holder of such shares at the material time, including any right or power
with regard to the allotment of new shares, the issue of bonus shares, the distribution of any
property of the above Company in specie or otherwise. Any shares obtained by the
Trustee because of the holding of the Said Shares shall held again by the Trustee upon the
same trusts as herein provided.
(e) To attend, exercise all available rights and vote at any General Meeting of the Company, in
respect of the Said Shares, preferably after consultation with the Grantor, but in any case,
in a manner not prejudicial to the interests of the Grantor and/or against any prior written
instructions of the Grantor.
(f) Generally to act with respect to the holding of such shares in a manner not prejudicial to the
interests of the Grantor and/or not against any prior written instructions of the Grantor.
(g) To supply the Grantor promptly with notices or other documents notified by the above
Company to its shareholders, including its accounts.
(h) Subject as aforesaid to hold the Said Shares in trust for the Grantor absolutely.
(i) In the event of the Grantor's death, to hold the Said Shares in trust for the Grantor's legal
heirs in the proportions to which they would legally be entitled to the same.
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2. This trust comes to an end when the Said Shares cease to be registered in the name of the Trustee,
as above, for any reason whatsoever and in conformity with the terms herein contained.
IN WITNESS WHEREOF we hereunto set our respective signatures this
THE WITNESSES THE PARTIES
1.
2.
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Appendix E – Instrument of Transfer
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II NN SS TTRR UU MM EENN TT OO FF TTRR AA NN SS FFEERR
Name of the "Company"
Name and address of
"Transferor"
Name and address of
"Transferee"
Number and type of shares
transferred ("the Said Shares")
Distinctive number of shares
I, the above named Transferor for good consideration paid to me by the above named Transferee DO
HEREBY transfer to the said Transferee the Said Shares in the said Company to hold unto the said
Transferee, their successors and assigns, subject to the several conditions on which we held the same
immediately before the execution hereof.
AND I, the said Transferee DO HEREBY agree to accept and take the Said Shares subject to the
conditions aforesaid.
Dated the day of , 200
WITNESS TRANSFEROR
1.
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Appendix F – Schedule of Charges
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INCORPORATION OF THE COMPANY
Includes all professional charges and government dues and
taxes 2,500
ANNUAL FEES
Domiciliation fees
Provision of directors, registered office and statutory secretary,
per annum 2,250
Nominee Services
Acting as nominee shareholder per annum 500
ADMINISTRATION
Administration fees are based on time spent in dealing with
the affairs of the company. Assuming the company will have
around 20 transactions per year the fee is estimated at: 1,200
ACCOUNTING
Accounting fees are based on time spent. Assuming the
company will have around 10 transactions per year the fee is
estimated at: 1,500
CHARGE OUT RATES
Director – Senior 350
Director 190
Manager 140
Senior Assistant 90
Other 50
EURO