Nominee Services Can Earn You Money
Noninee Services : During the Cyprus Company registration process one important feature is that a Nominee Director or a Nominee Shareholder can be appointed. This enables you to achieve two most crucial necessities for yourself. One is getting tax residency for your company and the other securing confidentiality for yourself. Below you can see in detail the Nominee Services provided to you to fulfill the Cyprus Company Registration procedures and to benefit their usefulness in your operations.
Nominee Services : Who can be a Director of a Cyprus Company?
Any person of legal age i.e. over the age of 18, regardless of nationality or profession or wealth, who is not a bankrupt and has no criminal convictions, can be a Director of a Cyprus company. The best time to do that is at the stage of the Cyprus Company Registration. It can be done later of course but it will cost money to make the necessary changes. Any legal entity such as a company or any type, a partnership, a trust or a foundation can also be the Director of a Cyprus company. Such legal entity must be legally registered and recognized by the laws of Cyprus. A foreign Director does not have to reside in Cyprus and he does not pay taxes in Cyprus just for being a Director of a Cyprus Company since dividends are paid out to him at zero tax! He does not have to be an employee of the Cyprus Company either.
Nominee Services : What powers do the directors of a company have?
The Directors of a Company are the executive officers of the Company. They are the eyes, arms and legs of the company. Their powers can be provided for in precise terms by the Articles of Association of the company which at the time of the Cyprus Company Registration is filed at the Registrar`s office. The Directors hire the employees, and by acting by a simple majority can make all the agreement on behalf of the company, they can open bank accounts, sign the financial statements or the audited accounts, the Vat Declarations, pay the taxes, or the Vat Tax and generally do everything that a physical person businessman would do for his business. They are appointed or removed by the Shareholders. In case that there is only one Director then there is no problem, he act alone. If there are more than one Directors the Articles of Association should provide whether all are needed to sign, in order to bind the company or just one. If there is no provision then all should sign otherwise the deal made may be judged `Ultra Vires` the company and void or voidable.
Do I have to pay a fee to the Nominee Director?
If you find anyone to act as Nominee Director of your company without a salary, there is no problem. Normally a Director is paid a fee which is agreed to by the Shareholders. If you are Director of your own company there is no law that you have to pay yourself a salary. You will be getting the dividends in any case!
Why should you get a Nominee Director at the stage of your Cyprus Company Registration, instead of appointing yourself?
There are two reasons to do that. One is that you get confidentiality. The records or the Registrar of Companies are open to inspection by anyone. So a tax inspector in your country can just visit the webpage of the Cyprus Registrar and see in a few minutes who the Directors or Shareholders or Secretaries are of your company, their addresses, passport numbers, profession and other contacts. When you appoint a Nominee Director at the time of your Cyprus Company Registration, then he will only see his name and contacts!
The second most crucial reason is that if you appoint yourself a Director of your company and you are not permanently residing in Cyprus then your company will not be a Tax Resident company of Cyprus. The reason being that by law, a Cyprus registered company must have it management and control in Cyprus if it is to be considered a Cyprus Tax Resident Company. That means that the Director of the company has to be resident in Cyprus.
Who is this person who will act as Nominee Director of my company?
Our Firm will appoint a Nominee Director of your Cyprus company a person who is legally trained, experienced and a professional in his field. His integrity and honesty is beyond any doubt and he is being licensed and reviewed by the Cyprus Bar Association. Sometimes a company can be appointed as Nominee Director but the person acting as Director of this company too is a legally trained person beyond the shadow of any suspicion. Our Firm has been offering corporate and legal services since 1979 without any incident. His passport, I.D. and all contacts and CV are freely available.
Can the Nominee Director act without my instructions?
The Nominee Director at the point of his appointment at the time of your Cyprus Company Registration, signs a legal agreement with you by which he is legally bound not to do anything unless he has clear written instructions by you. On a contrary case he may be reported and loose his license to act a Nominee Director or even be punished for any misconduct! A sample of the Nominee Director Services Agreement is freely available on request. You can of course at any time without notice, ask a Nominee Director to step down.
What happens if my company is not tax resident in Cyprus?
After the Cyprus Company Registration process is completed if the Cyprus company is Tax Resident in Cyprus and especially a Cyprus Holding Company, it enjoys a number of Tax Benefits. Some of the major ones are the following:
- It pays only 12.5% corporate tax on its profits.
- There is O% tax on dividends paid to the Shareholders ( Real Owners).
- O% tax is paid on all dividends paid to a Cyprus company for shares it owns in other companies in any country.
- There is O% tax to be paid on all profits from trading in securities such as shares, bonds, debentures, forex, gold futures and a lot more.
- There is O% tax to be paid for any profits earned on selling the company`s shares to any new shareholders.
- O% tax is paid on the profits of trading in real estate or other assets abroad, such as paintings etc.
- O% tax is paid on all profits generated by a permanent establishment abroad, such as a hotel, a chain of restaurants, a factory etc.
- Only 2.5% tax is paid on all IP rights earned by royalties, patents, trade names etc.
- Cyprus has an extensive network of over 65 Double Taxation Treaties.
Nominee Services : If your company is not tax resident in Cyprus, then it will not pay taxes in Cyprus and will not also enjoy all the above terrific tax advantages! So hiring the services of a Nominee Director is the most crucial ingredient to your tax optimization scheme. Ask for more details and terms on how to hire a Nominee Director from our office to cover this crucial necessity for your company.
Who can be a Shareholder of a Cyprus company?
Any physical person of legal age and who is not a bankrupt, regardless of nationality, or profession, or wealth can be the Shareholder at the time of a Cyprus Company Registration and later of course at any time. A legal entity also be that a company or a trust or a foundation of any country can own shares in a Cyprus company. The shareholders also called Members, or Real Owners. The Shareholders benefit of the profits of a company by taking dividends.
What powers do the shareholders have?
The Shareholders exercise all the powers of the company in general or extraordinary meetings. They can appoint or remove the Directors, the Secretary and any other employees of the company. They can increase or decrease the capital, issue new shares or split the existing stock in smaller valued shares etc. A Cyprus private limited liability company can have a maximum of 50 shareholders. For more shareholders the company has to become public.
What is the use of a Nominee Shareholder?
The first reason for appointing a Nominee Shareholder is Confidentiality. Please see above where we explain it in regards to the Nominee Director. Another reason could be in the setting up of any structures where sleeping Members are needed, or for tax reasons a Member prefers to stay a sleeping partner.
When do I have to appoint a Nominee Shareholder?
At the time of the Cyprus Company Registration it is the best time to appoint the Nominee Shareholder. One can be appointed later of course but changes have to be made to the company and new certificates to be issued and that will cause expense.
How do I protect myself if someone else is declared to be the owner of my company?
At the time of the Cyprus Company registration process when the Nominee Shareholder is shown in the Memorandum of your company to be the owner of the company the Nominee Shareholder will sign for you a Deed of Trust, by which he declares that he holds the shares on Trust for you and that he will do nothing with the shares unless you give him express written instructions. A sample of the Deed or Trust is freely available on request.
Another very important document which is signed by the Shareholder at the time of the Cyprus Company registration process is the Instrument of Transfer of Shares. It transfers the shares into your name. It signed by the Shareholder and one witness but in blank, without a date. You can sign the document at any time, insert the date and go to the Registrar of Companies to transfer the shares into your name. Once you are the Shareholder of the company you can remover and appoint the Directors and the Secretary. So you see you are 100% legally covered.
Can I trust the person you appoint as a Shareholder of my Company?
Our Firm has been in this business since 1979 without any incident. The person we always use as Nominee Shareholder is a legally trained person who is also a partner in our Firm. Our only concern is for our clients to be safe. Don`t forget that any misdealing with the shares without your consent will be a crime and all involved will end up in jail.
What will happen to the dividends of my company?
Since you will be the Real Owner of the company or the UBO as they are called ( Ultimate Beneficial Owners ), you will get all the dividends of the company. At any given moment you can ask for the payment of an advance of dividends and the money will be transferred into your personal Bank Account.