A. Introduction
The ability of foreign entities to register a Branch in the Republic of Cyprus has been available for many years, and is covered by Section 347 of our Companies Law, Cap. 113 (hereinafter, the “Law”).
Registration of a Branch in the Republic of Cyprus will not create a “new company”, and the Branch does not have a “separate legal personality” for the purposes of Cyprus laws. As such, the parent company (which is also typically referred to as the Head Office), remains fully liable for all actions and activities of the Cyprus Branch and, by extension, the Head Office is fully liable for all obligations, debts and liabilities which the Branch has created in the exercise of its activities. On the other hand, any profit which is being generated by the Cyprus Branch, will also be managed and received by the Head Office.
B. Procedure for Registration of Branch
In order to proceed with registration of a Cypriot Branch, sufficient evidence needs to be filed with the Registrar of Companies in Cyprus to evidence the parent company’s incorporation; such evidence depends on the country of incorporation of the parent company. In general, it is noted that, within one month from the application being filed for the registration of the Branch, the following documents should be filed with the Registrar of Companies in Cyprus:
- Memorandum and Articles of Association or the charter or other instrument of similar nature, being the constitution of the parent company;
- Details of the Directors and Secretary of the parent company; and,
- Registered company name and address of a Cyprus resident individual or company representative.
The Cypriot representative shall be authorised, by way of a Power of Attorney, to collect on behalf of the company any notices, documents and to fulfill in general the establishment of the process and undertake all relevant filings with the Registrar of Companies in Cyprus. The documentation listed above, should be legalised and apostilled in the country of origin or legalised by both public notary and the Consul of the Republic of Cyprus in the country of origin. The documents should be also translated into Greek (which can be effected in Cyprus as well).
Additionally, there are the main Forms (forms AE1, AE2 and AE3) which have to be completed and filed with the Registrar of Companies in Cyprus for registration purposes of the Branch. It is noted that, should any of the parent company’s details be altered, the Registrar of Companies in Cyprus should also be notified accordingly, and this remain an ongoing obligation on the parent company and the Branch, for as long as the Branch is duly registered with the Registrar of Companies in Cyprus.
A Shareholder cannot be appointed for the branch due to the fact that it is only an extension of the Head Office. A bank account set up in the parent company’s name is also one of the initial steps for the Branch registration, which will typically also be marked with “Cyprus Branch” by the Bank for recognition purposes.
Lastly, it should be noted that it is mandatory to obtain a document certifying the capital deposit for the Branch.
C. Registered Office and Name of Branch
For registration purposes of the Branch, the registered office of the branch should be situated in Cyprus and the name of the branch must be the same as the parent company’s name.
D. Steps after Registration
Upon successful registration of the Branch in Cyrpus, a full set of certificates shall be issued by the Registrar of Companies. The Certificate of Registration should be provided to the Ministry of Commerce by the authorised representative, in order to submit an application to be registered for a Tax Identification Code (“TIC”). Furthermore, details of the parent company, list of Directors, Shareholders, and business activities must also be provided. There is also an obligation to register for VAT (if applicable on the basis of the activities undertaken) and a requirement to file annual financial statements.
E. Financial and Tax Considerations.
The parent company with a Cyprus Branch has an obligation to submit, for each financial year, copies of its financial statements (as per its last AGM) and published in accordance with the legislation of the country of incorporation and tax return of the parent company, required to be filed with the Income Tax Office in Cyprus.
The applicable tax rate for the Cyprus Branch will depend on whether the “effective management and control” of the Branch is located in Cyprus (in which case, the applicable rate will be that imposed on Cyprus companies, being 12.5% on the profits of the Branch at the time of writing of this present). In the event that the “effective management and control” is not deemed to be in Cyprus, then any profits of the Branch are fully exempt from taxation and the parent company will need to report such profits for taxation under its local jurisdiction (and/or under such jurisdiction as in which the Branch will be deemed to have its effective management and control located at).