Company Formation in Cyprus in 2026: an Ltd for a Foreign Founder, Tax after the Reform and Reporting

A foreign national can form a Cyprus private company limited by shares (Ltd) without Cypriot residence: a Cypriot lawyer files the incorporation with the Registrar of Companies (form HE1), the articles are signed in Greek, and the company needs a registered office in Cyprus, at least one director and a secretary. The registry fee is €165 and name approval costs €10. From 1 January 2026 Cyprus corporate tax is 15% instead of 12.5%, and standard VAT is 19%. Every company must be audited; small companies may replace the audit with a review. Registering an Ltd gives no right to live in Cyprus.

Last verified 9 October 2026 against the consolidated statutes on cylaw.org (Companies Law Cap.113, Income Tax Law 118(I)/2002, Special Defence Contribution Law 117(I)/2002, VAT Law 95(I)/2000, Assessment and Collection of Taxes Law 4/1978), the Registrar of Companies, the state portal Business in Cyprus and the Ukraine–Cyprus treaty on zakon.rada.gov.ua. The Tax Department site tax.gov.cy was unreachable on that date, so its circulars are not used here. Our own fees and turnaround are excluded because they depend on the structure and scope.

Planning a company in Cyprus? INNOVA matches the entity to your model, coordinates incorporation through a Cypriot lawyer, the tax model and reporting, and reviews the owner's residence separately. Request a tailored proposal for Cyprus.

What changed in 2024–2026

Many online texts still describe "Cyprus at 12.5%" and a "€350 annual levy". Both figures are out of date for decisions made in 2026.

Which form to choose

The Registrar recognises five company types: private limited by shares, public, two guarantee forms (with and without share capital) and the variable capital investment company (Registrar, types of companies). For a foreign founder's business the working form is the private Ltd. The name ends in LIMITED or LTD (or the Greek ΛΙΜΙΤΕΔ / ΛΤΔ).

Sources: Cap.113 ss. 4A, 170, 171, Registrar, incorporation.

If you only need a branch of an existing company, you register a place of business of an overseas company. The subsidiary and branch comparison is in the guide Entering the Cyprus market.

Incorporating an Ltd step by step

1. Decisions before filing

Before incorporation you fix the company type, the name, the registered office address in Cyprus, the directors and secretary, the shareholders and shares, the objects and the articles (Registrar, before incorporation). This is also the moment to decide where the company will be managed from, because that drives its tax residence (see the tax section).

2. Name approval

An application to the Registrar with a €10 fee per proposed name, plus €20 for the expedited service. An approved name must be used for incorporation within 6 months (Registrar, choosing a company name).

3. Constitutional documents

• memorandum and articles signed in Greek;
• form HE1, a statutory declaration signed and sworn before the court by the Cypriot lawyer handling the incorporation;
• form HE2, the registered office address;
• form HE3, the first directors and secretary.

Filing is through e-filing (system access required) or on paper. The fee is €165, €235 for a company without share capital, plus €100 for the expedited service (Registrar, applying to incorporate). Foreign corporate shareholders file apostilled documents: both Cyprus and Ukraine are parties to the Hague Convention (HCCH).

4. After incorporation

• tax identification number (TIN): apply within 60 days of incorporation through the Tax For All portal;
• employer registration with Social Insurance when hiring;
• beneficial-owner register: details no later than 90 days after incorporation;
• bank account.

Source: Registrar, after incorporation.

Beneficial owners and banking

Under Law 188(I)/2007 a beneficial owner holds, directly or indirectly, 25% plus one share or more (AML Law s. 2). The Registrar keeps the register: initial details within 90 days, changes within 45 days of becoming aware of them, and an annual confirmation from 1 October to 31 December (Registrar, UBO).

The law sets no conditions for opening an account at a Cypriot bank: the bank verifies identity, beneficial owners, the purpose of the relationship and the source of funds under section 61 of the same law, and must decline or end the relationship when verification fails (s. 62(4)). The bank file is therefore prepared together with the structure. Opening an account is the bank's decision, and we never promise it.

Corporate changes

Source: Registrar, updating company particulars.

Cyprus company tax in 2026

Tax residence

A company is tax resident in Cyprus if it is managed and controlled in Cyprus or incorporated there (ITL s. 2). A tax treaty may allocate residence differently. We found no express director residence requirement in Cap.113, yet the place where directors take decisions affects tax: a company actually run from Ukraine may fall within Ukrainian rules.

Corporate tax and dividends

Domicile for SDC: a resident who has lived in Cyprus for at least 17 of the last 20 years is domiciled. A resident without domicile (non-dom) pays no SDC on dividends and interest (SDC s. 2). This matters for an owner who moves to Cyprus and becomes tax resident under the 183-day test or the 60-day rule with all its conditions (ITL s. 2).

Owner in Ukraine: the treaty

The Ukraine–Cyprus treaty applies with the 2015 Protocol, in force since 28 November 2019 (treaty, Protocol):

The older figures of 15% on dividends and 2% on interest predate the Protocol. Ukrainian tax and the controlled foreign company rules for a Ukrainian resident owner are assessed separately and can change the outcome.

VAT

VAT registration is possible only after the TIN is issued.

Accounting, audit and reporting

• Financial statements follow IFRS; at least two directors sign the balance sheet, or the sole director (Registrar, financial statements).
• Audit is mandatory. A review by a statutory auditor may replace it when turnover stays within €300,000 and assets within €500,000 for two consecutive years; this does not apply to members of groups that must consolidate (Cap.113 s. 152).
• Annual return is filed once a year; the first is made up to the date 18 months after incorporation and filed within 28 days. Fee €20; late filing €50 plus €1 per day, capped at €150. Persistent non-filing can lead to the company being struck off (Registrar, annual return, late filing).
• Tax return T.D.4 is filed by every company for every year, even with no income. With audited or reviewed accounts it is due by 31 January of the second year after the tax year; the Council of Ministers may extend the deadline by decree (ACTL s. 5).
• Provisional tax is paid in two instalments on 31 July and 31 December of the current year (ACTL s. 38).
• Records supporting the return are kept for 6 years from its due date (ACTL s. 5(7)).

A company is exempt from filing financial statements with the Registrar in its year of incorporation and the following year, provided the general meeting is held in the year of incorporation.

Is Cyprus an offshore jurisdiction?

Under the 2026 rules Cyprus is an ordinary EU jurisdiction: 15% corporate tax, 19% VAT, a mandatory audit or review, a beneficial-owner register with annual confirmation and AML checks by banks. Its advantages lie elsewhere: a wide treaty network, no SDC on dividends to non-residents (with the low-tax and non-cooperative exceptions), and the non-dom regime for an owner who relocates to Cyprus. They work with real management of the company and a properly documented residence of the owner.

Fees and schedule are fixed in a written proposal. Describe your Cyprus project.

Frequently asked questions

Official sources

• Companies Law Cap.113, consolidated text
• Registrar of Companies: incorporation, after incorporation, annual fee
• Income Tax Law 118(I)/2002
• Special Defence Contribution Law 117(I)/2002
• VAT Law 95(I)/2000
• Assessment and Collection of Taxes Law 4/1978
• Business in Cyprus: income tax and VAT registration
• Ukraine–Cyprus treaty and 2015 Protocol