Setting Up a Cyprus Company: Process, Cost and What You Owe Every Year

What this covers

You want a Cyprus private limited company. This is the actual sequence, what each step costs at the Registrar, who has to sign what, and the filings that follow you every year afterwards.

It is written for a founder based outside Cyprus, because that is where most of the friction sits: you cannot file the founding document yourself, and you cannot use your own address as the registered office unless you have one here.

One figure is not fully settled. The VAT registration threshold of €15,600 is stated by the Registrar of Companies and by the European Commission, but the consolidated text of the VAT Law on CyLaw still carries the pre-euro figure of £9,000 in its First Schedule and has never been converted. The euro amount is not in doubt, the statutory wording is simply stale. Everything else on this page comes from the statute, the Gazette, or the Registrar.

The short version

Step 1: name approval

You apply to the Registrar for approval of a proposed name before anything else. The fee is €10 for each proposed name, plus €20 for each name if you want the accelerated procedure.

The Registrar searches beyond the Cyprus register. It can refuse a name to protect the reputation of an international organisation that has no Cyprus presence at all, so check the trade mark register as well as the company register before you apply.

A private company limited by shares must end its name with LIMITED or LTD, or the Greek ΛΙΜΙΤΕΔ or ΛΤΔ.

Once approved, the name is reserved for six months. The incorporation application has to be submitted inside that window.

Step 2: incorporation

You cannot do this yourself. Two provisions combine to make a Cyprus advocate unavoidable:

• Form HE1, the statutory declaration of compliance, must be signed and sworn by the entrusted lawyer before the court.
• The proviso to section 4(1) of Law N.196(I)/2012 states that the power to incorporate companies remains the exclusive competence of advocates under the Advocates Law.

The filing consists of:

The fee is €165, or €235 for a company with no share capital. The accelerated procedure costs €100 more. If you file online and want a file of certified translations of the memorandum and articles, that is €160 more.

A certified translation of the memorandum and articles into another language must be done by affidavit or by a sworn translator of the Republic. Filing in Greek is not optional.

Certificates

The certificate of incorporation is issued once the Registrar is satisfied, and the incorporation is published in the Official Gazette. For €120, submitted with a copy of the memorandum and articles, or €130 without, you also get the certificate of shareholders, the certificate of directors and secretary, the certificate of registered office, and certified copies of the memorandum and articles and of the certificate of incorporation. The accelerated version of that bundle costs €100 more.

Electronically issued certificates carry an authenticity code that can be verified for 90 days from issue. Banks and foreign registries often ask for recently issued certified copies, so do not order them long before you need them.

How long it takes

We could not find a published turnaround time for either name approval or incorporation. What the Registrar does publish is an accelerated fee for each step, which tells you the standard queue is long enough to be worth paying to skip. Budget on weeks rather than days unless you pay to accelerate, and treat any promise of a fixed number of days as the provider’s own estimate, not the Registrar’s.

Step 3: the registered office, and why the ASP licence matters

Section 102(1) of Cap. 113 requires every company to keep a registered office in the Republic from the day its certificate of incorporation is issued. Notice of the address goes in on form HE2 with the memorandum, and any change must be notified within 14 days. Missing that carries a charge of €50 plus €1 per day, capped at €250.

Here is the part foreign founders miss. Providing a registered office address to someone else’s company is a regulated activity. Section 4(1)(b)(iv) of Law N.196(I)/2012 lists “provision of a registered office address and or the official postal and or electronic address of companies” as an administrative service, and section 5(1) says only eligible persons may provide administrative services.

Eligible persons are:

• Advocates and law firms, supervised by the Council of the Cyprus Bar Association
• ICPAC members and firms majority owned and managed by them, supervised by the ICPAC Council
• Companies licensed by CySEC under Law N.196(I)/2012

So the address is not a mailbox you buy from anyone. If your provider is not in one of those three categories, they are not permitted to give you the service, and the address underpinning your company’s legal existence rests on an unlicensed arrangement.

Their obligations flow back to you as well. A licensed provider has to run anti-money-laundering client due diligence on you before it can act, which is why the passport certification, source of funds and structure chart requests arrive before anything is filed. Our guide on the AML risk-based approach sets out what they are working from.

Step 4: register with the Tax Department

Section 5A(2) of the Assessment and Collection of Taxes Law N.4/1978 gives a company sixty days from the date of its incorporation to notify the Commissioner and obtain a tax identification number. The same 60 day period applies to notifying any later change in your registered details, under section 5A(3).

There is a separate trap for holding structures. Under section 5A(4), a company incorporated in Cyprus but not tax resident here must tell the Commissioner about the status of its business within 60 days of incorporation. Incorporating in Cyprus and managing the company from abroad does not remove you from the Department’s radar, it just changes what you have to file.

Registration and filing now run through the Tax For All (TFA) platform.

Corporate income tax is 15% from 1 January 2026, raised from 12.5% by the same reform law that changed the personal bands. The corporate tax guide covers the rate, the dates, and why the global minimum tax almost certainly does not reach you.

Step 5: VAT registration

You must register for VAT once taxable supplies exceed €15,600, measured either over the last 12 consecutive months or over the next 30 days if you have reason to believe you will pass it in that window.

Two things about this threshold catch people out. It is not annualised, so a company that trades for four months and turns over €16,000 is over it. And it counts taxable supplies, not profit, so a business with thin margins can be well inside the threshold on earnings and well past it on turnover.

Registration is separate from your tax registration and separate again from registration with the Social Insurance Services, which you need before you pay anyone, including yourself as a director on payroll.

Step 6: the beneficial ownership filing

This one has moved twice and most published guidance is out of date. The current position, set by K.D.P. 34/2024 and K.D.P. 423/2024 amending the original P.I. 112/2021 directive:

The original 2021 directive said 30 days, 14 days, and a €200 plus €100 per day penalty capped at €20,000. Those figures no longer apply. If a source quotes them, it has not been updated since early 2024.

A director or managing director who refuses, omits or neglects to meet the filing obligations is jointly and severally liable with the company for the penalty, unless they exercised due diligence and the breach was not down to their act, omission or negligence.

The register is not public. Electronic search is available to competent and supervisory authorities and to obliged entities, and an obliged entity pays €3.50 per legal entity searched. Enforcement of penalties began on 1 February 2025.

You disclose the natural person who ultimately owns or controls the company: more than 25% of shares, more than 25% of voting rights, or control by other means. If no natural person can be identified, you file the senior management official instead.

Step 7: the annual return and the accounts

Under section 120 of Cap. 113 the annual return is made up to the company’s reference date and delivered to the Registrar within 28 days of the date it was made up.

Your first reference date is the day after the eighteen month period from incorporation ends. After that it is the same day each year, and you may move it by up to three months by notifying the Registrar before it falls.

Late delivery attracts €50 plus €1 per day, capped at €150 per breach. That is small enough that some companies treat it as a fee rather than a penalty, which is a mistake: persistent failure to file the annual return is a ground on which the Registrar can strike the company off.

The accounts run on a separate clock. Section 142(2)(a) requires financial statements to be registered and published no later than 18 months after incorporation, then at least once each calendar year, and delivered to the Registrar no later than 12 months from the balance sheet date.

The audit obligation, and the review exemption

Every private company limited by shares must have its financial statements audited. That is section 152A(1)(a)(iii) of Cap. 113, and there is no small company carve out from it.

There is a lighter alternative. Under section 152A(1)(d) a private limited company may submit its financial statements to a review by a statutory auditor rather than a full audit, if at the balance sheet date:

Both limits apply, and you qualify only if you have not exceeded, or have ceased to exceed, both criteria for at least two consecutive financial years.

Three details decide most cases:

• Net turnover for this test includes rent, interest, dividends and royalties. A holding company with modest fee income and large dividend receipts can fail the turnover test on income it did not think of as turnover.
• A parent required to prepare consolidated accounts, and its subsidiaries, cannot use the review.
• Entities regulated by the Central Bank of Cyprus, the Superintendent of Insurance or CySEC, and anyone holding a qualifying participation in them, are excluded.

Either way you need an auditor. The review is a cheaper engagement, not the absence of one.

The annual levy: abolished, with a tail

The €350 annual levy no longer exists. Section 391 of Cap. 113, which imposed it, was deleted by Law N.25(I)/2024, in force from 1 January 2024. The consolidated text of Cap. 113 now shows section 391 simply as “[Deleted]”.

The abolition is not retrospective. Section 3 of N.25(I)/2024 is a special provision stating that obligations arising under section 391 continue to apply in respect of the years 2011 to 2023. If a company was struck off or has arrears from those years, the levy for them is still owed and still has to be cleared before a restoration or a certificate of good standing.

Be careful what you read on this, including on official pages. The Registrar’s own “After Incorporation” guidance still says every company must pay an annual fee of €350 by 30 June each year. That page has not been updated since the law changed. The statute governs, and the statute deleted the charge.

Worked example

A founder in Germany incorporating a Cyprus private limited company with a €1,000 share capital, using a licensed provider for the registered office, and paying to accelerate both steps.

Registrar fees, year one:

• Name approval, one proposed name: €10
• Accelerating the name approval: €20
• Incorporation, forms HE1 to HE3: €165
• Accelerating the incorporation: €100
• Certificate bundle with a copy of the memorandum and articles: €120
• Accelerating the certificate bundle: €100
• Total paid to the Registrar: €515

Then, at no fee to the Registrar or the Tax Department:

• Tax Register notification, due within 60 days of incorporation
• Beneficial ownership filing, due within 90 days of incorporation
• Annual return, first reference date 18 months and one day after incorporation, filed within 28 days of it

What is not in the €515 is the part that actually costs money: the advocate who swears HE1, the licensed provider of the registered office, the bookkeeping, and the auditor or reviewer. Those are commercial fees, not statutory ones, and no official source publishes them.

What commonly goes wrong

Believing the €350 annual levy is still due. It was deleted with effect from 1 January 2024. Pages that still quote it, including one on the Registrar’s own site, have not been updated. Arrears for 2011 to 2023 remain payable.

Quoting the old beneficial ownership deadlines. The 30 day filing window, the 14 day change window, and the €20,000 penalty cap were replaced in 2024. It is now 90 days, 45 days, and a €5,000 cap. The annual confirmation window opens on 1 October, not 1 December.

Renting a registered office address from an unlicensed provider. Providing that address is a regulated administrative service under Law N.196(I)/2012. Only a CySEC licensed provider, an advocate or law firm, or an ICPAC member can lawfully supply it.

Assuming a small company escapes audit. Every private limited company is inside section 152A. The concession is a review instead of an audit, and only under €300,000 turnover and €500,000 balance sheet total, sustained for two consecutive years, with rent, interest, dividends and royalties counted in turnover.

Missing the 60 day tax registration because nothing chases you. The Registrar issues your certificate and the Tax Department does not write to you. The clock in section 5A(2) starts on the incorporation date regardless.

Thinking a non-resident Cyprus company has no Cyprus filings. If it is incorporated here but managed from abroad, section 5A(4) still requires you to inform the Commissioner about the status of the business within 60 days.

Treating the VAT threshold as an annual figure. €15,600 is measured over the preceding 12 months or the coming 30 days, on taxable supplies, not on profit.

Letting the name reservation lapse. Six months from approval, and then you pay €10 again and risk somebody else having taken it.

Forgetting that buying property through the company is a separate cost. Transfer fees at the Land Registry are charged on the same scale whether the buyer is an individual or a company. Our transfer fees guide has the bands and the VAT interaction.

Where to check

The Registrar of Companies publishes the forms, the fees and the incorporation guidance, and the Companies Law Cap. 113 is on CyLaw in Greek. Where the two disagree, as they currently do on the annual levy, the statute wins.

Incorporation itself has to go through a Cyprus advocate, and the registered office has to come from a licensed provider. Get both lined up before you apply for the name, because the name reservation clock starts running the moment it is approved.

For anything that turns on the numbers, have it confirmed by a firm licensed to advise in Cyprus.