Location:Cyprus
is located at the northeastern end of the Mediterranean Sea between
Africa and Europe. Turkey is 65 kilometers north, Syria 96 kilometers
east and Egypt 385 kilometers south of Cyprus. It has an area of 9,251
square kilometers.
Language: The
official languages are Greek and Turkish, even though English is widely
spoken and understood, particularly in the government and commercial sectors.
Population:
Greek Cypriots represents approximately 82% and Turkish Cypriots 18% of
a total population of 706,000.
Political System:
In 1960, Cyprus became an independent republic. Cyprus has a presidential
system of government and the president, who is elected for a five-year
term of office, is the head of state. Cyprus has a multiparty system, and
the electoral system is based on proportional representation.
Legal System:
The legal system is based on the same principles as in the United Kingdom.
Most laws are translated into English, and all statutes regulating business
matters and procedures are based essentially on English law.
Criminal jurisdiction rests
in six assize courts for more serious crimes and in six district courts
for minor offences. Appeals are made to the Supreme Court, which declares
final judgment.
Taxation: In
Cyprus income tax is paid by both individuals and companies. Individuals
are subject to progressive tax rates up to a maximum of 60%, and resident
companies pay 42.5% in taxes on net profits.
Companies registered in Cyprus
whose income come from sources outside Cyprus and are owned, either directly
or indirectly, by foreigners qualify as offshore companies. These companies
are taxed at one-tenth of the normal rate ( 4.25%) regardless of the place
of management and control of the company. Shareholders who receive dividends
from offshore companies are not subject to any further taxation.
Cyprus has an extensive network
of double-taxation treaties. Under these treaties, there are possibilities
to obtain income from contracting states that have either suffered no tax
at all or have been subject to tax at a reduced rate in those states. Agreements
exist with following countries:
Bulgaria
Canada
Czechoslovakia
Denmark
France
Germany
Greece
Hungary
Ireland
Italy
Kuwait
Norway
Sweden
United Kingdom
United States
Yugoslavia
Similar agreements with Austria,
Belgium, Egypt, Finland, India and Mexico are either under negotiation
or awaiting ratification.
Incorporation:
The companies law is almost identical to the United Kingdom's Companies
Act 1948, which provides for private and public companies. Private companies
may be limited by shares or by guarantee, but they are not allowed to issue
bearer shares. Private companies cannot have more than 50 members and
are prohibited by its articles from inviting public subscription. The formation
procedures of a company can normally be completed within one month.
Requirements for establishing
an offshore company are:
The company must have a registered
office address in Cyprus. The address is determined by filing a return
with the Registrar of Companies at the time of registration.
Exchange control permission
is required, and because of the exchange controls, ready-made companies are
not available.
Non-residents must have permission
to subscribe to shares in the company.
A minimum of one director, who
can be either a local or foreign natural person, is required.
A company secretary, who may
be a person or a company and a resident in Cyprus, must be appointed by
the directors.
The information regarding directors
and company secretary is available to the general public and has to be
kept at the registry.
The company must also maintain
a share register with details of the directors and company secretary, which
has to be submitted to the registry upon filing of an annual return.
At least two shareholders are
required and not more than 50 in the case of a private limited company.
Because bearer shares are not
permitted, shares must be in registered form. Nominees may hold the shares
in trust for the beneficial owner, if anonymity is required. However, the
Central Bank of Cyprus requires the identity of the beneficial owners of
the shares in an offshore company to be disclosed to them.
The share capital must be expressed
in Cyprus pounds, and it has to be provided from external sources in the
case of non-residents. It can be divided into any desired denomination.
An offshore company can use
any name unless it includes the words National, Imperial, Global, Co-operative,
Worldwide or Commonwealth. An appropriate licence is required to use the
words Bank or Insurance. Also, all company names must be suffixed with
the word Limited to denote limited liability.
The Memorandum of Association
must include:
The name of the company including
"limited."
The objects of the company.
The numbers of shares and their
value.
A statement of how the shares
are to be paid up.
A statement of the shareholders
limited liability.
There is no requirement that
Annual General Meetings, board meetings or other meetings of the members
must take place in Cyprus. Board meetings can be convened by any director
or by the company secretary.
There are no minimum share
capital requirements, authorized or issued; however, an authorized share
capital of 10,000 Cyprus pounds is recommended with a minimum of 1,000
Cyprus pounds issued and paid up. Shares are normally issued with a par
value of one Cyprus pound, but there is no legal minimum par value.
Special Features:
The low tax rates applicable
to offshore companies and the existence of double-taxation agreements,
provides for tax planning often unique to Cyprus.
The Central Bank of Cyprus Law
provides very strict regulations regarding disclosure of information.
Each director, officer or employee of the bank is required to give
an oath of secrecy and is therefore criminally liable for disclosing information
to any unauthorized person. As a result, complete secrecy is maintained.
Summary: Following
are some of the advantages of selecting Cyprus as an offshore centre:
Political, social and economic
stability
Excellent communications, commercial
and professional infrastructure
A modern companies act, based
on U.K models
An established international
banking system
An excellent double-taxation
treaty network
Low tax rates for offshore companies
Strict regulations regarding
secrecy and disclosure of information
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