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Registration of International Business Branches in Cyprus

Introduction

Pursuant to section 347 of the Companies Law CAP113, companies incorporated outside the Republic of Cyprus may establish a branch within the Republic of Cyprus provided that within one month of the establishment date, they deliver to the Registrar of Cyprus Companies the documents to register itself as an overseas company with the Registrar of Cyprus Companies.

The registration of a branch in Cyprus does not amount to the registration of a new company, but rather the overseas company may operate through its branch in Cyprus for the implementation of its international activities.

At Demetrios A. Demetriades LLC we can assist our clients through the entire process of the registration and the operation of branches. The registration process of a branch is basically the same as that for the registration of companies. In addition, overseas companies may establish a branch in Cyprus by submitting the following documentation with the Registrar of Cyprus Companies:

(a) a written report which shall include the following information:-
(i) the name and legal form of the overseas company, as well as the name of the branch, if this is different from the name of the overseas company;

(ii) the registered office and the address of the overseas company as well as the address of the place of doing business;

(iii) the purpose and objects of the overseas company and of the place of doing business;

(iv) where applicable, the register in the third country together with the relevant registration number of the overseas company, where the basic information about the company have been filed;

(v) the amount of the capital subscribed, where applicable;

(vi) where applicable, information as to the winding-up of the overseas company, the appointment of liquidators, particulars concerning them and their powers, as well as the termination of the insolvency proceedings, arrangements, compositions, or any analogous proceedings to which the company is subject.

(b) a certified copy of the charter, statutes or memorandum and articles of the company or other instrument constituting or defining the constitution of the company, as well as all amendments to such documents, if the instrument is not written in the English language, a certified translation is required.

(c) a list of information concerning the Directors and Secretary which must include:
- in case of an individual: names, residential addresses, nationality, business occupation, passport number;
- in case of a corporation: its corporation name registered or principal address.

(d) the names and addresses of one or more persons resident in the Republic of Cyprus authorized to accept on behalf of the company service of notices required to be served on the company.

It is necessary for the above documents to be legalised and apostilled as well as translated into the Greek language prior to submission to the Registrar of Cyprus Companies.

Accounts and Reports

Every overseas company that maintains a branch in the Republic of Cyprus shall deliver copies of the following to the Registrar of Cyprus Companies every financial year:

(i) Financial accounts;
(ii) Directors’ report;
(iii) Auditors’ report;

which the overseas company had presented to its last general meeting and subsequently published in accordance with the applicable provisions of the State where it was incorporated.

This obligation is not applicable to foreign companies which in the member state of origin, they draw up financial accounts and audit and disclose same in accordance with the provisions of the Directives of the European Union 78/660/EEC, 83/349/EEC and 84/253/EE.

A foreign company which is exempt, shall deliver to the Registrar of Cyprus Companies a certificate signed by the director and the secretary of the company to the effect that the company is an exempt company and it shall state that the law applies such exemption.

The company shall also submit a statement made by the designated Authority of the home state that the said company is an exempt company by virtue of the said provision.

Notice and Service

Any process or notice required to be served on an overseas company shall be sufficiently served if addressed to any person whose name has been delivered to the Registrar of Cyprus Companies as the person for service within the Republic of Cyprus.