BizServe

UNITED KINGDOM

Cyprus was a colony of the British Empire until 1960 when it gained its independence. Thus, the Cyprus Legal System is fundamentally based on the English model. Cyprus Companies are governed by the Companies law, Cap. 113. The law was enacted on 16.2.1951 and is based on the English Companies Act of 1948. The most recent amendment of the English Companies Act was in 2006 introducing a comprehensive code of company law for the United Kingdom, and made changes to almost every facet of the law in relation to companies. As a result of that, UK and Cyprus companies share the same fundamentals and are very similar to their use.

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.)

UK LIMITED (LTD)

A limited company is a company in which the liability of members or subscribers of the company is limited to what they have invested or guaranteed to the company. You can set up easily a UK – Ltd Company through Companies House, which operates offices in London, Cardiff, Edinburgh and Belfast.

A UK – Ltd Company is attractive because of

  • Fast incorporation. A UK ltd company can be incorporated in 2-3 days.

  • No limit are placed on the company’s borrowing powers

  • Minimum of one shareholder, there is no maximum number

  • There is no concept of standard authorized shared capital

  • No residency requirements on shareholders although the articles may impose

  • The company must keep a share register at the registered office address or other single alternative inspection location

  • A company may have a minimum of one director. There is no statutory maximum number of directors although the articles may impose a limit.

  • No residency requirements on directors although the articles may impose

  • The directors may pass resolutions at meetings by a simple majority

  • It is possible for directors to nominate a service address

  • Accounting records must be kept

  • Accounts must be filed

  • Company seal is not mandatory

BIZSERVE CONSULTANTS CAN OFFER THE FOLLOWING SERVICES

  • Formation of the company

  • Provision of registered office

  • Provision of director services

  • Provision of nominee shareholders (if requested and/or required)

  • Provision of company secretary

  • Secretarial, Banking and Legal Support

UK LIMITED LIABILITY PARTNERSHIP (LLP)

Limited liability partnership (LLP) is a legal entity which offers low or no-taxation to businessmen. LLP combines the flexibility and tax – benefits of a partnership while at the same its members have limited liability. This limited liability is possible because a UK LLP is a legal entity separated from its members.

 A UK – LLP Company is attractive because of:

  • Liability is Limited by the amount of capital contributed

  • There are no regulations on share capital — no shares, no minimum set for capital contribution

  • The partners in an UK LLP are called members not partners

  • All the members of an LLP have limited liability for the debts and obligations of the LLP, whereas the general partners of a Limited Partnership have unlimited liability on a joint and several basis.

  • Partnership Agreements are not available to general public

  • The members of an LLP can be given full powers of management. In contrast, the limited partners of a Limited Partnership lose their limited liability if they become involved in the management of the Limited Partnership’s business

  • Accounts and Annual return must be filed together with various other returns

  • Not required to hold, maintain and record details of the Members meetings

  • Tax: Treated as an ordinary partnership, partners pay income tax on their share of the profits; they pay capital gains tax on any revenue made on the sale of partnership assets.

BIZSERVE CONSULTANTS CAN OFFER THE FOLLOWING SERVICES

  •     Formation of the compan

  •     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)