Any person can form a private limited liability company and would need to provide the following to the Registrar provided they are signed and witnessed particularly the HE2 form as to the registered address, the HE3 form as to the Directors and Secretary as well as the HE1 form as to the Lawyer’s statutory declaration of compliance. Furthermore it is vital that the company’s memorandum is written in the Greek language and also that it states the company’s name, the objects of the company, the fact that the liability of the members is limited etc. Furthermore even the Articles of Association are of importance as they are considered as one together with the Memorandum and must also be written in Greek and comply with certain requirements before it can be accepted for incorporation purposes.
The sole person with the authority to prepare the Memorandum and the Articles of Association as well as the HE1 form as to the Lawyer’s statutory declaration of compliance is a practicing lawyer in Cyprus since for example the last page of the Memorandum and Articles of Association will be signed by the lawyer at the last page and will state something along the following lines “I hereby declare that the Memorandum and Articles of Association were prepared by me.”
The process of the Incorporation
1. The first step before incorporation is for the lawyer to request from the client the “know your client information” in satisfaction of the applicable provision of the Prevention and Suppression of Money Laundering Activities Law of 2007.
2.Furthermore clients must provide for example desired name of the company; the first directors to the appointed( name, Identity card of passport, their occupation); secretary of the company, authorized share capital, registered address etc. It is vital to stress that a sole director of a private company cannot act as a secretary unless there is only one shareholder and any information has to comply with this condition.
3. Once all of the above is received, approval must be sought from Registrar as to the name of the company.
4. Whilst waiting for the name, the Documents which can be prepared without including a date at this moment, include the HE1 form stated above whereby the lawyer and government stamps have to be placed on the form depending on the amount of the company’s authorized share capital. Once the final name of approval has been obtained then, the lawyer can attend court and sign the HE1 form as to the Lawyer’s statutory declaration of compliance.
5. The Memorandum and Articles of Association can be dated and signed prior to or as of the date of the signed HE1 form. The HE2 and HE3 forms should be signed and dated on the date of the signed HE1 form by the secretary or a director of the said company.
6. Simultaneously with the application for incorporation a request is made for the issuance of the following certificates (i)certificate of shareholders ;(ii)certificate of directors and secretary;(iii)certificate of registered office;(iv)certified copy of the certificate of incorporation as well as (v)certified copy of the Memorandum and the Articles of Association.
The next steps following incorporation
Once the company has been incorporated some other steps need to be taken:
1. Preparation and execution of the first minutes of the board of directors of the company which acknowledges the status of company and adopts the company seal.
2. Secure the company stamp.
3. Prepare share certificate of the subscriber of the company for execution under the stamp by the duly authorized signatories on the date of incorporation.
4. Preparing the register of members of the company dated as at the date of incorporation.
5. Written appointment of the first directors of the company signed by the members.
6. Letter of acceptance of appointment.
What is also important to note is that for private companies every company has to register with the Inland Revenue Department in order to acquire the tax identification number within 60 days of its incorporation, if the company will need to register for VAT if its annual turnover is of VAT taxable goods and services exceed €15.600 and the company must pay an annual levy of €350 per year as well as prepare audited financial statements and must file annual returns.For further information on this topic please contact Ms. Nada Starovlah (email@example.com) at SOTERIS PITTAS & CO LLC, by telephone (+357 25 028460) or by fax (+357 25 028461)