A private Limited Company consists of Directors, the Secretary and the shareholders. It also has a “registered office”.

The Directors manage all aspects of the company’s operation. You can have one Director, or there can be several. It is preferable if the Director is domiciled in Cyprus, or at least comes to Cyprus regularly to exercise his senior managerial function. If there are several Directors, the majority should live in Cyprus or come to Cyprus. Companies can also act as Directors. For purposes of company formation a Director need not be present in Cyprus.

The Secretary must be resident in Cyprus. He acts under the control of the Directors and is responsible for ensuring that the annual report and other communications are sent to the commercial register. The position of Secretary is usually filled by a service provider.

The shareholders are not restricted by nationality or residence in any way. They do not have to be present to attend the company’s formation.

The “Registered Office” is the address in Cyprus, where the Limited Company has its official seat. This does not have to be the HQ or principal place of management, but neither should it be in the office of a lawyer. From the Cypriot perspective, it is perfectly legal if your Limited Company is only a letterbox, but foreign tax administrations take a different view. Royce-Office Cyprus is offering an optimized “substance”-solution satisfying even the most reluctant tax authority.