Bizserve Consultants offers company registration, trust formation, bank account opening, office provision and other professional services in Cyprus, the United Kingdom, BVI, UAE, Seychelles and other jurisdictions

UK non-resident

A UK non-resident Company is effectively a UK Company that has transferred its tax residence from the UK to Cyprus via a Branch in Cyprus (under Section 347 of the Cyprus Companies Law). 

Procedure

A registration certificate of the UK Company is submitted to the Income Tax Office in Cyprus in order to register the Branch and get a TIC Registration (Tax Identification Code) and Taxisnet registration.

Once the Branch obtains the TIC number, all relevant documents are submitted to the HMRC (Her Majesty's Revenue & Customs) and a tax Clearance Form is issued.

 By registering the Branch of a UK Company in Cyprus its world-wide income will be taxed in the same manner as if the company was a Cyprus registered company. This means that the UK Company will be liable to 12.5 % corporate tax on its net world-wide income.

 In order to obtain the benefit of this tax regime it is essential that the UK Company’s business is genuinely managed and controlled from Cyprus, and that its place of effective management is in Cyprus. ‘Control’ for the purposes of deciding whether a UK company is managed and controlled from Cyprus does  not  mean  control  of  the  company  through  voting  rights but  control  of  the company’s business. Therefore one must look at where control is vested, and this will normally be in the hands of the directors.

 

Based on the above, in order to establish a Cyprus based 'Management and Control' of the company, the following conditions must be satisfied:

  1. The majority of the Board members must be residents of Cyprus (this majority should be an adequate number to form a quorum for Board meeting purposes);
  2. Board meetings must be held in Cyprus;
  3. General policy of the company (as demonstrated by internal records) should be formulated in Cyprus;
  4. Day-to-day management of the company should be exercised in Cyprus;
  5. Company bank accounts must be controlled by the Cyprus Directors and preferably be located in Cyprus.

 

Articles of Association

The Articles of Association of a UK-nonresident company has specific clauses that differentiate from a UK company Articles of Association.

Specifically the differentiate clauses are:

  • Appointments of Directors
  • Alternate Directors
  • Disqualification of Directors
  • Proceedings of Directors

Bizserve Consultants can offer the following services:

  • Formation of the company
  • Provision of registered office in UK
  • Provision of director services
  • Provision of Branch Representative in Cyprus
  • Provision of nominee shareholders (if requested and/or required)
  • Provision of company secretary ( Preparation of statutory registers and records / Notifying the board of directors concerning the company’s annual tax obligations.)

 

Relevant information for UK company formation

Questionnaire for the incorporation of a UK non-resident company

 

Recently Visited

Newsletter

E-mail: