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.
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 at email@example.com for more information on how we can assist you.