On 15 February 2024 the Cyprus Parliament approved a proposal for a law amending the Cyprus Companies Law, so that the upper limit of the total penalty imposed on a company, in case it fails to deliver its annual company return (HE32) accompanied with audited financial statements to the Registrar of Companies and Intellectual Property within the prescribed period, is reduced from five hundred euros (€500) valid today, to one hundred and fifty euros (€150).
You can read our comprehensive guide on Cyprus Annual Company Returns here.
Wishing our valued clients and partners a joyous holiday season and a prosperous New Year! Thank you for your continued support. Cheers to success and growth in 2024.
After the incorporation of your Cyprus Company the Company will have certain statutory requirements in relation to the Cyprus Registrar of Companies, as well as the CyCo may need to enter into transactions, give Power of Attorneys, Draft Resolutions and in general been administrated.
Preparation of all of these documents and ensuring that the Company is in good standing usually can be the responsibility of the Corporate Secretary (every Cyprus incorporated Company needs to have a Corporate Secretary appointed upon incorporation). In many instances this Corporate Secretary is a service provider which can provide all of these services and administer the Company and ensure that your Co is compliant in Cyprus at all times. The role of the secretary is an important one as it holds a key administrative and compliance roles within the CyCo.
In this article we will touch upon the role and responsibilities of the Corporate Secretary, as well as how a competent service provider can assist you fulfilling these responsibilities ensuring peace of mind.
General Information
The Corporate Secretary of the Company can be either an individual (18 years of age or above) or a Company. The secretary is appointed by the directors for such a period, remuneration and terms, as they may deem appropriate. The details of the directors and secretary are published on the electronic register of the Registrar of Companies. It is also noted that only in the case of a private company with one (1) member and one (1) director, that the director may also act as a secretary.
Duties & Responsibilities
The main responsibilities of company secretaries in Cyprus are but not limited to:
- to maintain and update all company registers;
- to prepare and lodge filings and minutes of the company’s meetings;
- to keep the company’s seal;
- to prepare the notices for board meetings or shareholders’ meetings;
- to maintain the company’s statutory registers;
- to issue share certificates;
- to prepare and file annual returns and other financial documents with the Cyprus Registrar of Companies;
- to prepare any other document required by the law;
- the company secretary may also sign any other documents as allowed by law (certain Tax/VAT applications), authenticate documents etc.
What is the role of the service provider appointed as a corporate secretary
The service provider has a pivotal duty in the role as a Corporate Secretary for the Cyprus Company. This is because the service provider shall know the requirements of the local legislation and will advise you on what is required and when. For example submission of the Annual Company Return (HE32*) accompanied by audited IFRS Financial Statements is required to be done to the Registrar of Companies 18 months after incorporation and one every calendar year thereafter. Annual General Meeting will also need to be conducted at similar occurrences as described above.
In addition to the above statutory compliance requirements the Cyprus Co may need from time to time to enter into a transaction such as purchase of a subsidiary, declare dividends, give a power of attorney, open a bank account, apostille documents and other matters which are required from time to time during the operations of the Cyprus Company.
It is of imperative importance to have a competent service provider running the administration of your CyCo and ensure that the above services are provided to the Company in an efficient and cost effective manner. Transactions are usually time sensitive, therefore responsiveness of the administrator is also something you need to consider when appointing your corporate secretary.
*For the Annual Return (HE32) submission there is a great tool provided by the Registrar of Companies which tells you when your return is due depending on the incorporation date. You can find the tool here.
Secretarial services which are usually provided
A service provider appointed as corporate secretary and who also provides corporate secretarial services to a Cyprus Co can usually assist with the below:
- Maintaining the company’s registers
- Preparing and filing of returns with the local authorities
- Issuing reminders of accounting deadlines
- Providing access to the company’s records
- Changes of directors/shareholders and other officers
- Drafting resolutions and Powers of Attorneys
- Board Support – sending notices and attending Directors / Shareholders meetings and taking minutes
- Assist with opening of bank accounts
- General Administration tasks such as mailbox management, arranging for execution of documents etc
- Submissions to the UBO Registry as required
- Other adhoc tasks as required
How Asterisk Corporate Services Cyprus can assist
Asterisk Corporate Services consists of a team of professional qualified administrators as well as lawyers who are well aware of the legislation requirements as well as have been involved in a number of transactions both for small-medium sized businesses to large multinational organizations.
We are well aware what your Cyprus Company will require and are ready to provide quality, responsive service at a reasonable, value-for-money cost.
Contact us
Contact us at contact@asterisk.cy for more information on how we can assist you.
Today, here at Asterisk Corporate Services, we are proud to present you with our new bespoke solution – preparation of custom Accounting Policies and Procedures Manual.
We identified the need for this service as there are a lot of medium to large organizations growing rapidly, especially in the Crypto and Tech sectors which are in desperate need to streamline their accounting department(s) and ensure efficiencies across the board.
It is of significant importance for an organization to ensure efficiencies and that the Accounting Department is working well, as if not, there are a lot of bad things which can happen, such as loss of funds, fraud, non-compliance with regulations, difficulty in onboarding new employees etc.
In that respect, our Accounting & IFRS (International Financial Reporting Standards) experts are in place to assist you in drafting a tailormade, bespoke Accounting policies manual, which will greatly assist you in streamlining your procedures, ensure compliance with regulatory requirements, establish and maintain internal controls and others.
Our manuals cover all aspects of accounting, including accounts payable, accounts receivable, general ledger, and financial reporting. Our team stays up-to-date with the latest accounting standards and regulations, ensuring that your manual will always be compliant.
Our manuals are also designed to be user-friendly and easy to understand, so that even non-accountants can follow the procedures outlined. This makes training and onboarding new staff much smoother and less time-consuming.
Its worth noting that we do offer this service not only to Cyprus Companies, but globally, as long as your entity is using IFRS for its reporting requirements.
To proceed with please see below some examples on why its good to have an accounting policies manual, as well as what benefits it can bring in your organization:
Why your organization need an Accounting Policies Manual:
- To ensure compliance with industry standards and regulations such as IFRS;
- To improve accuracy and efficiency in your accounting operations and reduce errors;
- To standardize and ensure consistency in accounting practices;
- To establish and maintain proper internal controls;
- To provide clear guidelines for accounting staff and facilitate better communication and training.
Benefits from having an accounting policies and procedures manual
As businesses navigate in todays challenging and everchanging environment, which is full of constant changes and regulatory requirements, your accounting department plays a significant role in ensuring smooth operations, reducing costs and avoiding unpleasant surprises. Having a comprehensive accounting policies and procedures manual in place can make all the difference in ensuring that your accounting processes are efficient, compliant, and effective. Here’s why you need one:
- Streamlined processes: A manual lays out clear procedures for day-to-day accounting tasks, making it easier for your accounting team to complete their work with fewer errors and less time wasted.
- Improved efficiency: By having a standardized set of procedures in place, your accounting department can focus on high-value tasks instead of trying to figure out how to complete routine tasks.
- Compliance with accounting standards: Keeping up with the latest accounting standards and regulations can be challenging, but our manuals ensure that you’re always in compliance with the IFRS.
- Easy onboarding of new staff: A comprehensive manual makes it easier for new staff to get up to speed, reducing the time and resources needed for training.
- Peace of mind: Knowing that your business is following best practices and is in compliance with industry standards can provide peace of mind and reduce the risk of errors or non-compliance issues.
- Reduce costs: Ensuring efficiencies and correct controls can help reduce costs and increase profitability.
“Invest in a custom accounting policies and procedures manual today, and experience the benefits of a streamlined and compliant accounting process.”
In light of the above, don’t wait any longer, contact us today to discuss how we can help you achieve your business goals through a custom accounting policies and procedures manual.
Interview reposted from Succesful Business Magazine and aims to provide you a good understanding on why Cyprus is an attractive business destination for global organizations, as it explains reasons Mitsubishi UFJ Financial Group have chosen Cyprus to set-up operations.
Yannis Matsis, head of the Cyprus office for MUFG Investor Services, the global asset servicing arm of Mitsubishi UFJ Financial Group, speaks to the Successful Business Magazine about how the company represents all the best one can find in both the Anglo-Saxon and Japanese business cultures and what Cyprus needs to do to attract big investment funds, international fund managers and administrators to the island.
Parent company of MUFG Investor Services is Japanese, the business you conduct is international, and your office in Cyprus will serviceyour existing client base globally. Is that not a lot to juggle on the business/ cultural front?
Yes and no. The way we deliver our services is Anglo-Saxon in that we are very open and flexible. As an employer, we are very modern, all-inclusive, with full transparency and very little hierarchy. But how we focus on our long-term goals and on ensuring zero error rates in what we do for our clients is very Japanese. Our approach – treating our clients as our trusted partners – is very much Japanese-driven…
It is very interesting that a Japanese company that clearly thinks long term, low risk and has a conservative business approach would choose Cyprus as its base. It may mean that Cyprus is competitive compared to other EU business destinations. How was the choice made?
We are one of the largest fund administrators globally and our clients include the biggest investment managers in the world. Our business is a 24/7 model. We follow the sun, our aim is to address and satisfy customer needs without regard to geographic location or time zone.
So when the company decided to establish a new office in this particular time zone, our parent company set out to find what they considered to be the best and most suitable country in Europe. Cyprus proved to be the best option and was chosen for a variety of reasons. Of course, the fact that Cyprus is in the EU was important but so too were many other countries that we considered. Cyprus offered other advantages: the fact that almost everybody speaks English here, which isn’t the case in many other European states; the fact that in addition to EU laws and regulations that apply here, common law like in the UK also applies because of the island’s past. Then there is the location – not just in Europe and a part of the EU but close to the Middle East! Also, there is the quality of life. Last but perhaps the most important to us, is the quality of localtalent that can be accessible to us as an employer. We always look for the best quality centres where we can hire well, train well and be in a position to ensure and offer our clients the best quality service. Our choice of Cyprus proved this to be the case.
We have been receiving very high quality CVs, and we have been impressed by the exceptional quality of professionals that we have hired here, in Cyprus, so much so that we decided to expand our initial plans to employ around 100professionals, and instead to grow the Cyprus office up to 300 professionals over the next few years.
What countries are Cyprus’ main competitors when companies set out to choose a place for their offices?
Every European country is a potential competitor but frankly Cyprus ticks off more boxes than the others. Of course, you never find a perfect place, but you aim to find a place that best satisfies most of your requirements. Cyprus is very strong in this. Our biggest disadvantage is the air connectivity.
What about reputation?
Reputation of the island, due to bad practices of the past is indeed an issue and poses a disadvantage to Cyprus as a business destination. Back in the 2000-2013 period, Cypriot banks had low standards and the compliance level was not very high. However, since then the island has fully and comprehensively addressed these issues.
If you were to name the most important steps Cyprus should take in the immediate future to change and improve, what would they be?
Cyprus doesn’t have much to do – we have mostly done it. What Cyprus needs is more marketing and exposure. We now have international best standards on areas of compliance. We just have to go out there and communicate it, making sure we avoid scandals while going forward. The reality is that we fixed it. Now, it is about how we market it.
When I was Chairman of the Association of Cyprus Banks, together with the deputy CEO of the Bank of Cyprus and the CEO of the Cyprus Development Bank (CDB), I visited the United States Congress and Senate to explain our compliance standards and policies because Washington had been applying pressure on us to improve them. We sat with various Committees of the Senate and the Congress, including the Finance Committee and the Armed
Forces Committee – the latter may appear strange to the layman, but it does demonstrate the importance that the United States is placing on issues of Anti-Money Laundering and Countering the Financing of Terrorism. So we went item by item through our policies, through all that we had changed, and we convinced them. In fact, the Finance Committee stated that our standards were stricter than theirs.
So what we need is marketing. We need to go out there, see the important stakeholders, talk, meet the press, convince through communicating our tangible actions, project the positive image that I believe we developed, and most importantly walk the talk. In other words, we must continue to show that we are serious about what we do, avoid scandals and keep on maintaining and implementing the highest standards. The reality is that reputation takes years to build and a day to destroy.
So what improvements have there been? Are we doing better than 10 months ago, than two years ago?
Two years ago we had just one corresponding bank. All the banks in Cyprus – the Bank of Cyprus, Hellenic Bank, all the smaller banks – had only one corresponding bank,this being Citibank. Had the day come and this one corresponding bank decided to leave, the whole island would have been left frozen… But we did all the corrective work and today the biggest Banks have more correspondents, such as the Bank of New York (BoNY) and JP Morgan also – a huge sign of improvement.
As you noted, there are two sides to every coin. The reverse side of improving all these banking procedures is that our banks have now become very difficult to work with…
I agree. There is a problem and it arises because of two issues. The first is that the pace of change to raise the compliance level was huge so staff in the banks had to struggle in order to keep up in terms of training and understanding the new policies and procedures. Secondly, systems lagged behind because introducing new systems in banking is notoriousy difficult. So our policies are strong and reflect international standards but implementation of these policies still requires hard work and that implementation comes down to new technology and staff training. However, the Banks fully recognise that, and, driven by the Central Bank, are working hard to get there.
What do you think the immediate future holds for Cyprus? What changes, challenges, problems or benefits do you expect in 2023?
It is certain that the Cyprus economy will grow stronger than in Europe. We keep on attracting foreign companies and this brings revenue from abroad to the island. This is the best form of revenue, the best quality business for the country. Remember that this revenue is spent by the foreign companies that establish base here to pay salaries and rent, and is consumed locally, in sectors such as schools, supermarkets, food and entertainment, real estate, the auto industry, etc.
What I am mostly concerned about currently – and this is a global and not just a Cyprus phenomenon – is inflation. This has been caused by a number of factors, including excessive liquidity, the suupply-chain constraints due to the pandemic and the war in Ukraine. Its current level, both in the Euro-area and the US is very worrying and with the end of the war not in sight, there are no signs as to when it will abade.
Yannis Matsis
Managing Director, Head of Cyprus, MUFG Investor Services
Yannis heads the new MUFG Investor Services office in Cyprus, expected to grow to 300 staff over the coming 4-5 years. Yannis has 30 years of professional experience, having served as CEO of Hellenic Bank, as Global Head of Credit, Interest Rate and Foreign Exchange Derivatives at Mizuho in London, and as Global Head of Credit Derivatives at ING Barings in London. He also co-founded Point Nine, a Financial Technology company, recently acquired by MUFG. Yannis currently serves as Chairperson of the Boards of the Cyprus Institute of Neurology and Genetics and of Point Nine Data Trust. He previously served as Chairperson of the Boards of the Association of Cyprus Banks, as Chairperson of Artemis Bank Information Systems, a private Credit Bureau, and as a Member of the Boards of Hellenic Bank and of the European Banking Federation in Frankfurt.
Interview reposted from Successful Business Magazine
Best wishes for the Holidays, and for health and happiness throughout the coming year from all of us at Asterisk Corporate Services.
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Happy to announce that our new website has now been launched with a vision to provide you with more information on our service offering as well as on Cyprus as a jurisdiction of doing business through a series of insightful articles on our blog.
Asterisk Corporate Services (‘Asterisk’) has been founded on the 12th of November 2021 by professionals who saw the need to offer to clients value added service offering, and peace of mind. During our careers which span over 15 years we have evidenced clients being frustrated, overpaying and looking for solutions and not being able to easily access such. This created the need to establish our own service offering firm, which will have a sole goal, to provide solutions, peace of mind and value-for-money service to our clients. We are always looking to work closely with our clients having their best interests at heart.
Our service offering will include but not limited to:
– Registration of Cyprus Companies in a timely and efficient manner;
– Skilled, Individual Cyprus Tax Resident Directors with limited appointments, as well as Corporate Secretary and Registered Office Address as required by the Cyprus Companies Law upon incorporation;
– Tax Residency & Substance Solutions;
– Accounting, Tax & VAT Services to ensure compliance with all requirements in Cyprus at all times for your structure.
– Corporate Secretarial Services, to ensure statutory compliance with the requirements of the Cyprus Companies Law (filings with the Registrar of Companies, preparation of BoD Minutes, Power of Attorneys, apostilles, etc);
– Opening and administration of bank accounts;
– Corporate, Commercial and Digital Legal services (amongst others);
– Adhoc services as required.
For every and each one of the services listed above, specialized teams are in place with broad knowledge and experience on the subject matters. With the use of technology and digitalization we are also able to reduce our prices offering value added services.
Asterisk does not offer mere corporate services. Rather, we focus on a detailed step-by-step process that ensures a direct channel of communication with our clients and delivers the desired results in an efficient manner, avoiding surprises. Our in-house experts also provide additional consultations at each and every step of the set-up in Cyprus and formation process, in order to ensure the best possible outcome with each and every client.
Looking forward to working with you.
For more information on our services please click here.
