Incorporation of a Limited Liability Company (LTD) in Cyprus

The Limited Liability Company (LTD) is the most common corporate vehicle in Cyprus and is governed by the Companies Law, Cap.113, as amended (the “Law”). Pursuant to section 3(2) of the Law, a company limited by liability may either be:

• a company limited by shares, where liability of members is restricted to any unpaid amount on the shares they hold, or

• a company limited by guarantee, where liability is restricted to the amount members undertake to contribute in case of liquidation.

1. Private vs. Public Companies

The Law distinguishes between private and public limited liability companies. A private company limited by shares may commence operations immediately upon the issuance of the certificate of incorporation, restricts its members to 50, and prohibits offering shares to the public (section 29). Conversely, a public company must have at least seven members, a minimum share capital of €25,629, and comply with stricter statutory requirements, such as holding a statutory general meeting and restrictions on share issuance.

2. Memorandum and Articles of Association

According to section 4, the Memorandum of Association must state:

• the name of the company;

• its lawful objects;

• that liability of its members is limited; and

• the share capital and division thereof into shares of a fixed amount.

Both the Memorandum and the Articles of Association must be prepared by a practising lawyer, who also swears the statutory declaration of compliance (Form HE1). If no Articles are filed, the default provisions of Table A of the First Schedule of the Law apply.

3. Company Name

Section 18 provides that the company name must end with the designation “Limited” or “Ltd.” Names that are undesirable, misleading, or identical/too similar to existing registered names will be rejected. Names containing words such as “Bank,” “Insurance,” or “National” require prior approval by competent authorities.

4. Incorporation Procedure

The incorporation procedure involves:

1. Approval of the proposed company name by the Registrar of Companies.

2. Preparation of incorporation documents (Memorandum, Articles, Form HE1, consents of directors/secretary, and witness declarations).

3. Filing of documents with the Registrar, including details of shareholders, directors, secretary, and registered office.

5. Fees and Timeframe

The name application fee is €10 (or €30 on an expedited basis). Incorporation fees range between €265–€400, depending on the share capital and services required. The Registrar usually processes incorporation within one week on an expedited basis, or up to three weeks under the standard procedure.

Incorporating a Cyprus LTD provides entrepreneurs with a flexible corporate structure, limited liability, and international recognition, all within a harmonised EU legal framework.