# How to Register a Company in Cyprus as a Foreigner (2026 Guide) > How a foreigner registers a private limited company in Cyprus in 2026: name approval, forms, secretary, UBO register, the tax reform and VAT. - Canonical: https://periodiko.com/register-company-cyprus-foreigner/ - Updated: 2026-07-05 --- > **General information, not legal advice.** Cyprus company law, government fees, and tax rules change — and the details below can turn on your specific facts (residency, ownership structure, activity). Confirm everything with a licensed Cyprus lawyer before you act. This guide was **prepared in partnership with [Valerkou Law](https://valerkoulaw.com/)**, a Cyprus law firm whose practice includes corporate law and company formation, immigration and residency. Registering a company in Cyprus is one of the more straightforward company formations in the EU — but if you are a foreigner, there is a catch built into the law: you generally **cannot file the incorporation yourself**. The core documents must be prepared and signed off by a lawyer admitted to the Cyprus Bar. So the real question is not "can I do it online in an afternoon" but "what am I actually paying a Cyprus lawyer or corporate service provider to do, and what should I check before I hand it over." This guide answers that. ## What kind of company should a foreigner set up? For almost everyone, the answer is a **private company limited by shares** — a "Ltd." It is the default vehicle for trading companies, holding companies, and one-person consulting setups alike. It gives you limited liability, it can be **100% foreign-owned** (there is no Cypriot-shareholder requirement), and both shareholders and directors can be non-residents or foreign corporate entities. Public companies, partnerships, and branches of overseas companies exist, but they solve narrower problems; unless a professional has told you otherwise, you want the Ltd. Two things to decide up front, because they shape the paperwork: - **Shareholders and directors.** A private company needs at least one shareholder and at least one director. For *tax* reasons (see below), where your directors live matters: Cyprus tax residency of the company generally follows where it is "managed and controlled," which in practice means having a majority of Cyprus-resident directors and holding board meetings on the island. - **Company secretary and registered office.** Both are **mandatory** for a Cyprus Ltd (details in their own sections below). ## Step 1 — Get the company name approved Before anything is incorporated, the proposed name must be approved by the **Department of Registrar of Companies and Intellectual Property (DRCIP)**. You submit a name-approval application; the Registrar checks it is not identical or too similar to an existing name and not otherwise prohibited. - **Official fee:** €10.00 per name application. - **Timeline:** commonly **3–5 working days** for a standard application. - Once approved, the name is typically **reserved for six months**, during which you complete incorporation. A practical tip: submit two or three name options. Similar-name rejections are the most common early delay, and a second choice on file saves a round trip. ## Step 2 — Prepare the incorporation documents (this is the lawyer's part) This is the step that legally requires a Cyprus lawyer. The company's constitutional documents — the **Memorandum and Articles of Association (M&A)** — together with the **HE1 declaration** must be prepared and signed by an advocate licensed by the Cyprus Bar Association. That is not a service-provider marketing line; it is how the Companies Law works, and it is the single biggest reason foreigners engage a firm rather than filing solo. The incorporation package the Registrar expects: - **Memorandum & Articles of Association** — the company's objects and internal rulebook. - **Form HE1** — the advocate's declaration of compliance. - **Form HE2** — the address of the registered office. - **Form HE3** — details of the first directors and the secretary. - **Identification and due-diligence documents** for every shareholder, director, secretary and beneficial owner (passport, proof of address, and the firm's KYC forms). Foreign shareholders should expect thorough KYC — this is anti-money-laundering compliance, not bureaucratic friction. ## Step 3 — File with the Registrar and get the Certificate of Incorporation Your lawyer files the M&A and HE forms with the DRCIP. - **Official incorporation fee:** €165.00 for the incorporation forms (HE1/HE2/HE3, etc.). - **Timeline:** incorporation review commonly takes about **5–10 working days** after filing; realistically, budget **a few weeks end-to-end** including name approval and document preparation. When approved, the Registrar issues the **Certificate of Incorporation**, plus certified copies of the M&A and the certificates of directors/secretary, registered office, and shareholders. Those certificates are what banks and counterparties will ask to see. ### What it actually costs — the government fees are not the whole bill Be clear-eyed about the numbers above. The €10 name approval, the €165 incorporation fee, and the €3.50 beneficial-owner filing are **only the Registrar's government charges** — roughly €175 all in. They are *not* the cost of forming the company. Because the Memorandum & Articles and the HE1 declaration must be prepared and signed by a licensed Cyprus Bar advocate (see Step 2), the **professional legal fee is a separate — and much larger — line item.** That advocate's fee **typically ranges from about €1,000 to €3,000**, depending on factors such as the complexity of the Memorandum & Articles, the share-capital structure, the number of shareholders and directors, and any bespoke provisions you need. So when you budget, think in terms of **roughly €175 of government fees plus €1,000–€3,000 of legal fees**, not the €175 alone. Ongoing costs — the registered-office address, corporate secretary, annual levy and annual return, accounting and audit — are separate again and recur every year. ## The registered office and the company secretary These two requirements trip up first-time foreign founders because they are not optional. - **Registered office:** every Cyprus company must have a **physical registered address in Cyprus** where legal notices are served — not a P.O. box. If you do not have Cyprus premises, your law firm or corporate service provider supplies a registered-office address as part of their package. - **Company secretary:** a Cyprus Ltd must appoint a **secretary**, who in practice should be **ordinarily resident in Cyprus** and carries real statutory duties (annual returns, statutory registers, keeping the Registrar updated). In the narrow case of a **single-member company with a sole director**, that same person may also act as secretary; otherwise you need a separate secretary, and most foreigners use the firm's corporate secretary. ## Share capital: how much do you actually need? A private company has an **authorised** share capital (a ceiling) and an **issued** share capital (what is actually taken up). There is **no statutory minimum** for a private company limited by shares, so the amount is largely a matter of convention and what banks like to see. A common set-up is a nominal **€1,000** authorised, with a small number of shares issued at €1 each. You do not need to deposit a large sum to incorporate — do not let anyone tell you a Cyprus Ltd requires a big paid-up capital. ## The beneficial-owner (UBO) register Cyprus operates a mandatory **Register of Beneficial Owners** at the DRCIP. Every company and legal entity must identify and file its **ultimate beneficial owners** — broadly, the natural persons who ultimately own or control it (the standard trigger is more than 25% ownership or control). What foreigners need to know: - Filing beneficial-owner details is **part of incorporation compliance**, not an optional extra; your firm handles it, but *you* must supply accurate ownership information. - There is an **annual confirmation window, 1 October to 31 December**, when every entity re-confirms its UBO details are still correct. - **Penalties** for non-compliance were revised in late 2024: broadly a reduced initial fine and reduced daily penalties with a lower overall cap, and the Registrar can strike off persistently non-compliant entities. ## Tax: the 12.5% rate, and what the 2026 reform changed Cyprus built its reputation on a headline **corporate income tax rate of 12.5%** — for years one of the lowest in the EU. As of **1 January 2026**, a tax reform **raised the corporate rate to 15%**, aligning Cyprus with the OECD/EU global-minimum-tax standard. So if you read an older guide quoting 12.5%, note that the headline figure has moved. The reform is not simply "tax went up." Several changes cut the other way and matter to owner-managers: - **Special Defence Contribution (SDC) on dividends** to Cyprus tax-resident *and domiciled* individuals was **reduced from 17% to 5%** on profits earned from 1 January 2026. - The **deemed dividend distribution** rules on post-2026 profits were **abolished**. - The **tax-loss carry-forward** period was extended from **five to seven years**. The domicile point is the bridge to personal tax. If you relocate to Cyprus and qualify as a **non-domiciled** resident, dividends you draw can be very lightly taxed at the personal level — which is why so many foreign founders pair a Cyprus company with personal tax residency here. We cover the residency mechanics separately in our guide to the **[Cyprus 60-day rule and non-dom tax residency](/cyprus-60-day-rule-non-dom-tax-residency/)**. ## VAT registration Corporate tax and VAT are separate registrations. A new company must register for **VAT** when its taxable turnover exceeds the mandatory threshold of **€15,600 in any rolling 12-month period** (or when it expects to cross it within the next 30 days), and it must register **within 30 days** of the obligation arising. The **standard VAT rate is 19%**. Two things founders miss: - **Other triggers** exist independently of turnover — notably intra-EU acquisitions above their own threshold, and receiving B2B services from abroad (no threshold). If you buy services from foreign suppliers, you may need to register even with low sales. - **Voluntary registration** below the threshold is allowed and is often worth it, because it lets you reclaim input VAT on start-up costs before revenue begins. ## How long does the whole thing take? For a clean, well-documented application: **name approval** in roughly 3–5 working days, **incorporation** in roughly 5–10 working days after filing, and post-incorporation registrations (Tax Department / tax identification, UBO, VAT if applicable) on top. A realistic end-to-end estimate for a foreigner supplying good KYC promptly is **two to four weeks**. Delays almost always come from name rejections or slow due-diligence documents — not the Registrar. ## Need it done for you? Because the Memorandum, Articles, and HE1 must be prepared and signed by a Cyprus-admitted advocate, most foreigners do not — and largely cannot — DIY this. A Cyprus law firm handles the whole chain: name reservation, drafting the M&A, filing the HE forms, supplying a registered office and corporate secretary, filing the UBO register, and pointing you at the tax and VAT registrations. **[Valerkou Law](https://valerkoulaw.com/)** — a Cyprus firm whose practice covers corporate and company formation alongside immigration and residency — is set up to run exactly this process, including the relocation and non-dom side if you are moving to Cyprus yourself. Treat this guide as the map; a licensed firm is the one that drives. One buyer-side rule before you engage anyone: **ask for the total cost upfront.** The all-in price depends on the firm you pick and on your structure, and as shown above the government fees (~€175) are the small part — the legal fee (about €1,000–€3,000) is the real cost. Ask any firm — Valerkou Law included — for a **full written quote** that spells out the professional fee, the government fees, and the recurring annual costs (registered office, secretary, annual levy and return, accounting/audit) before you agree to proceed. A straight answer to that question is itself a good sign; there should be no surprises on the invoice.