Cypriot and European residents may proceed with the needed procedures and register their vessel on the Registrar of Ships. Nevertheless, non-European residents who want to register a ship under the Cyprus flag they’re obliged to include a Cyprus Shipping Company. The incorporated Cyprus shipping company will acquire the ship in its name. In this text, I’ll provide some basic information regarding the formation and maintenance of a Cyprus shipping company.
The shipping company is registered as a non-public company with limited liability following the provisions of the Cyprus Corporations Law. For the corporate formation, the filing of the memorandum and articles of association in Greek with the Registrar of Corporations is obligatory. The bureaucratic procedure required for company formation is roughly 3-5 days because the filing of the needed documentation. Note that the method could be accelerated for urgent cases. It may very well be deduced that the incorporation of a shipping company requires an adequate legal and administrative support.
Memorandum and Articles of Association
The memorandum should contain company’s objects. Within the case of shipping corporations, the unusual objects are ship ownership and operation, money borrowing, mortgages, etc. However, the articles are likely to adopt Table A of the Corporations Law with some changes or addition whether it’s required.
Name of the Company and Registered Address
A primary requirement is that the name of the corporate should end with the word “Limited” or “Ltd”. The Registrar of Corporations should approve the name. The approval often takes two days but in urgent cases the procedure could also be accelerated. The registered address needs to be in Cyprus. In lots of cases it’s situated on the offices of the lawyers who’ve incorporated the corporate in Cyprus. Note that the secretary keeps the registers and minute-books.
The share capital of the shipping company may be nominal or the actual amount to be deposited by the promoters for the implementation of the enterprise. It may be submitted in full or by calls, in money or the shares may be allocated per value. All classes of shares and with different voting and dividend rights are acceptable. Note that every one shares ought to be nominative and bearer shares will not be acceptable.
Shareholders and Security of Helpful Shareholders
The incorporation and maintenance of a Cyprus private company require one shareholder, no matter nationality. Based on the provisions of the Cyprus law all shareholders of the shipping company may be foreigners residing abroad. The transfer of shares from one foreigner to a different is permitted.
Cyprus law recognises trust relationship each by statute and in equity. We may provide you the needed support for the preparation and collection of the safety documentation that features the next:
- trust deed;
- the unique share certificates issued within the names of the nominee shareholders;
- instruments of transfer of shares executed in blank;
- directors’ resolutions approving the transfer of shares (in case nominee directors are appointed);
- undated letters of resignation of the nominee directors;
- irrevocable dividend mandates for payment of dividends to the useful owners or an account designated by them.
Annual general meetings ought to be arranged every yr. The primary general meeting must happen inside 18 months because the incorporation of the corporate. General meetings may happen abroad and written resolutions ought to be signed by all shareholders and this can be sufficient as an alternative of a gathering.
Directors and Auditors
A number of directors no matter nationality may very well be appointed. The nationality of the administrators doesn’t influence the status of the corporate. Consequently, it is just not compulsory to have local directors, unless it’s more convenient to determine local management for tax or other purposes.
Shareholders determine for the appointment and removal of directors. The board meeting may happen in any a part of the world.
Directors’ resolution may be adopted in certainly one of the next two ways:
- at a board meeting duly gathered and held
- with out a meeting provided that the resolution is signed by all director
Auditors are approved and removed through the general meeting. Otherwise, the administrators have the authority to appoint auditors until the convention of a general assembly. Books may be kept in any currency.
The administrators of the corporate appoint and take away the secretary of the corporate. The nationality of the secretary is just not vital and doesn’t influence the status of the corporate. Nonetheless, it is suggested that the secretary is an organization or a person resident within the country where directors live. Along with this, it’s advisable to be appointed in Cyprus an assistant secretary who will attend to company’s annual formalities within the country. The latter will assure that every one company’s annual returns are duly signed and filed with the Registrar of Corporations by the secretary. It ought to be underlined that a director can be company’s secretary. This doesn’t apply within the case there is simply one director and if the corporate has one shareholder.
Annual returns have to be filed with the Registrar of Corporations. The names of shareholders must appear within the annual returns.
Afterwards, the annual returns are open for public inspection.
Procedure for Incorporation of a Cyprus shipping company
Within the case of the formation of a Cyprus shipping company, law firms in Cyprus require the next: particulars.
- company name;
- the quantity of authorised share capital;
- if the shareholders will subscribe to the memorandum and articles of association themselves or through Cypriot nominees;
- whether shares can be held in trust by Cypriot nominees;
- names, address, nationality and occupation of useful owners;
- name, address, nationality and occupation of directors;
- name and address of secretary.
The fees for the incorporation of an organization contain the Registration Fees (a hard and fast amount of €102,52) adding 0,6% on the nominal capital. It’s remarkable that in Cyprus there are not any annual fees for the upkeep and operation of the corporate. Nevertheless, there’s a stamp duty of €17,09 that corresponds to the filing of the annual returns.
Trading and Taxation
Following the problem of the certificate of incorporation by the Registrar of Corporations, the shipping company may begin its activities and proceed with the registration of a vessel in its name.
Taxation is probably the most considerable benefits that constitutes Cyprus a gorgeous ship management destination. Briefly, until the thirty first December 2020 no income tax can be charged, imposed or collected on:
- The income acquired by the shipowners who owns a Cyprus vessel from the operation of such vessel. This provision doesn’t include fishing corporations based in Cyprus.
- The dividends paid to the shareholder or the members of an organization, acquired from profits from the operation of a Cyprus vessel.
Proceed with the Registration of a Cyprus Shipping Company
The registration of a Cyprus shipping company doesn’t embrace complicated bureaucratic procedures. Nevertheless, the registration of a Cyprus shipping company requires a group and proper preparation of needed documentation and appropriate legal support. Because of this, individuals who wish to include a Cyprus shipping company and register their vessel under the Cyprus flag should search for proper legal advice and support.