All companies, incorporated outside the Republic of Cyprus, are allowed to establish a branch in Cyprus under the Companies Law Cap. 113. The main characteristic of a branch is that it is not considered as a separate legal entity from the overseas company. The formation of a branch takes approximately four weeks to become finalised and most of the required documents must be submitted into Greek, which is the official language of the Republic of Cyprus.
Under section 347 of the Companies Law, all overseas companies that wish to establish a branch within the Republic must deliver to the Registrar a written report from that includes the following details:
(i) the name and legal form of the overseas company as well as the name of the branch if that differs from the name of the overseas company;
(ii) the head office and address (postal or other) of the overseas company as well as the address (postal or other) of the place of business;
(iii) the object and subject of business of the overseas company and the place of business;
(iv) where applicable, the register abroad (with relevant number of entry) 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, personal data and the powers of the liquidators, as well as the completion of the liquidation, bankruptcy, bankruptcy compromise or other analogous procedure to which the overseas company is subject;
(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.
(viii) Memorandum and Articles of the company or other instrument constituting or defining the constitution of the company and a list of the directors and secretary of the company as well as of all the persons which are authorised to represent the company and the branches in its transactions with third parties.
Under section 350 of the Companies Law all overseas companies that maintain a branch in the Republic must submit to the Registrar of companies at the end of every financial year copies of: (i) the financial statements;
(ii) the directors’ report;
(iii) and the auditors’ report.
Furthermore, the overseas company must prepare financial statements and a director’s report for the branch and submit the above-mentioned statements and the directors’ report to an auditor for audit; However pursuant to the Directives of the European Union No. 78/660/EEC, 83/349/EEC, 84/253/EEC section 350 can be exempted from these obligations for companies of a member state of the European Union under specific requirements.
The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought on your specific circumstances. For further information, please contact Christoforos Andreou at christoforos@kyprianou.com.cy
