Establishment of a branch of an overseas company in Cyprus

Overseas companies may establish a branch in Cyprus by filing with the Registrar of Companies in Cyprus the following documentation:

a) a written report which provides (i) the name and legal form of the overseas company, as well as the name of the branch, if that is different from the name of the company; (ii) the head office and the address (postal or other) of the overseas company, as well as the address (postal or other) of the place of business; (iii) the purpose and  objects of the overseas company; (iv) where applicable, the register abroad of the overseas company, where its basic data has been entered; (v) its subscribed capital where this exists; (vi) where applicable, information in relation to the winding-up of the overseas company, the appointment of liquidators, etc; (vii) in the case of an overseas company of a non-member state of the European Union, the law of the state, governing the company.

b) the certificate of incorporation of the company (certified) and a certified copy of the memorandum and articles of the company or other instrument constituting or defining the constitution of the company as well as every amendment to the said documents.

c) a list of the directors and secretary of the company as well as of all the persons which are authorised to represent the company.

d) the name and address of one or more persons resident in the Republic authorized to accept on behalf of the company service of process and any notices required to be served on the company.

Section 347A of the Law provides that in the case where the overseas company has more than one branches within the Republic, the disclosure imposed by this Law as regards the information which is common for all branches, shall be complied with by the reference of each new branch to the information entered as to the first branch.

Every overseas company is obliged to have in its letters, invoices, official publications and other office letters, the name of the company, the country of its incorporation and state if the liability of its members is limited.

Section 348 of the Law provides that where an overseas company has delivered to the Registrar of Companies the documents and particulars mentioned in Section 347, it shall have the same power to hold immovable property in the Republic as if it were a company incorporated in Cyprus under this Law.

If any alteration is made in the memorandum and articles of an overseas company or in the particulars contained in the list of the directors and secretary or the names or addresses of the persons authorized to accept service on behalf of an overseas company, the Registrar of Companies in Cyprus must be notified accordingly.

Audited financial statements and Tax Return of the overseas company are required to be filed with the Income Tax Office.  If the accounts are in a foreign language, a certified translation in Greek/English must be produced and annexed.

A branch is required to file every financial year financial accounts, Directors’ report and Auditors report. This is a legal requirement that applies for any other company registered in Cyprus. However, there is an explicit exemption in the Law from these obligations for companies of a member state of the EU which are exempted pursuant to the provisions of the Directives of the European Union 78/660/EEC, 83/349/EEC and 84/253/EE. These exempted companies must deliver to the Registrar a certificate signed by a director and the secretary of the Company stating that it is an exempt company and the law that provides for such exemption. Furthermore, a statement from the relevant authority of the home state providing that the said company is exempted pursuant to the provisions of the said law will also be required.

For more information on the procedure related to the establishment of a branch or a representative office of an overseas company in Cyprus, you may contact us at info@multilysis.com.