Cyprus: Shipping Companies - Part 2

Cyprus law allows for parallel registration of vessels. Parallel registration is essentially a mechanism whereby the nationality of a vessel under bareboat charter is suspended for a period of time and during that period the vessel is registered under a different flag. There are two forms of parallel registration, parallel-in and parallel-out. Both these are internationally accepted forms of bareboat registration. The Registrar of Ships maintains a Special Book of Parallel Registration of the Cyprus Register.

For parallel registration to be possible, the law of the foreign registry must be compatible with Cyprus. Today it is possible to effect parallel (bareboat) registration with more than 20 other states. Parallel registration is often used in shipping transactions involving leaseback and hire-purchase financing arrangements.

The provisions regarding age limits as set out above also apply.

Parallel-in registration allows for a foreign flag vessel on bareboat charter to a Cyprus shipping company to be registered in parallel under the Cyprus flag. Parallel registration is subject to the prior approval of the Ministry of Communications and Works. It is effective for a period of 2 years, this period being renewable.

The vessel is not deleted from the foreign register but, rather, that registration is suspended for the duration of the parallel-in registration. The foreign registry is operative only with respect to the ownership and encumbrance’s status of the vessel.

(a) Application and documentation. The bareboat chartered will apply for the parallel-in registration. The Charterer must be a person (physical or legal) who is qualified under Cyprus law to own a Cyprus ship. The following documents are required:

(i) Application to the Ministry of Communications and Works through the Registrar of Cyprus Ships requesting the parallel registration of the vessel. The application must be filed by a local lawyer acting on behalf of the bareboat charterer;

(ii) if the bareboat charterer is a company rather than a physical person, copies of its memorandum and articles of association, certificate of incorporation, list of shareholders and directors, resolutions of the shareholders and directors authorizing the parallel-in registration of the vessel and, if a third person is to attend registration matters, the original of the power of attorney authorising that person;

(iii) memorandum of appointment of ship’s husband;

(iv) certificate of measurement of the vessel;

(v) certified copy of the bareboat charter;

(vi) certified written consent of the owner for the parallel-in registration;

(vii) certified written consent of the mortgages, if any;

(viii) written consent of the foreign registry with an official translation, if required;

(ix) certificate of encumbrances from the foreign registry;

(x) crew list;

(xi) application for license to install and work a wireless telegraphy and/or telephony station on board the vessel;

(xii) confirmation of class from the head office of a recognized classification society;

(xiii) confirmation from a recognized radio traffic accounting authority that they will settle the ship’s radio maritime accounts; and

(xiv) Confirmation from the master or from a recognized classification society as to the marking of the vessel.

On registration, the Registrar will issue a Certificate of Cyprus Registry.

(b) Tonnage and name of vessel. No new measurement for the tonnage of the vessel is required. The tonnage and survey certificates are issued on the basis of the corresponding documents of the foreign registry.

The vessel may keep her name provided that no other ship on the Cyprus Registry is using the same name. However, the ship may change her name under the same rules applicable for provisional and permanent registrations. An application for the change of name is made by the bareboat charterer with the written consent of the ship-owner and any mortgages. The change must be notified to the foreign registry.

(c) Status of vessel. Vessels under parallel-in registration must hoist the Cyprus flag and must not use the flag of the foreign registry. The port of registry marked on the stern must be LIMASSOL (LEMESOS) and not that of the foreign registry.

Any transfer or ownership of a vessel under parallel-in registration must be according to the law of the foreign, and not the Cyprus, registry. The transfer is only notified to the Cyprus Registrar for entry in the Cyprus Register of Ships. Mortgages can only be created by the ship-owner and in accordance with the laws of the foreign registry and the Cyprus registrar will, again, be notified. Except for matters of ownership and encumbrances, all other matters in relation to the vessel are governed by Cyprus law.

(d) Termination of the parallel-in registration. Termination can be effected in one of the following cases:

(i) the foreign registry revokes its consent for the parallel-in registration, or;

(ii) the bareboat charter is terminated, or;

(iii) the period of time for which the Ministry has approved the parallel-in registration has lapsed, or;

(iv) If the vessel was provisionally or permanently registered, there would exist any reason for its deletion under Cyprus law.

Upon termination of the parallel-in registration, the vessel will be deleted from the Special Book of Parallel Registration of the Cyprus Register.

Cyprus ships may be bareboat chartered to a foreign person or company and be registered in parallel in a foreign registry for the duration of the charter. This is called parallel-out registration. As with parallel-in registration, the laws of the Cyprus and the foreign registry must be compatible. This kind of registration is available to ships whether provisionally or permanently registered on the Cyprus Registry. Again, the prior consent of the Ministry of Communications and Works is required.

Parallel-out registration allows for a ship to be mortgaged under the Cyprus flag while being registered in a foreign registry throughout the bareboat charter arrangement.

(a) Application and documentation. Applications for parallel-out registration must be submitted by the owner to the Registrar of Cyprus Ships. The following documents must be submitted:

(i) application for parallel-out registration made by a local lawyer;

(ii) where the owner is a company, certified copies of the resolutions of the directors of the ship owning company resolving to bareboat charter the vessel and of the power of attorney if a third person is signing the bareboat charter on behalf of the owners;

(iii) certified copy of the bareboat charter;

(iv) certified written consent of the bareboat charterer to the parallel-out registration;

(v) original certificate of the Cyprus Registry;

(vi) written consent of the foreign registry confirming that the law allows for parallel-out registration with an official translation;

(vii) certified written consent of the mortgagees, if any;

(viii) confirmation from a recognized radio traffic accounting authority that they will continue to settle the vessel’s radio marine accounts; and

(ix) common declaration by the ship-owner and the bareboat charterer undertaking that during the ship’s parallel registration:

(A) Cyprus law will be respected;

(B) The vessel will continue to meet the same requirements as regards compliance with international conventions even though the foreign state may not be a contracting party to those conventions;

(C) Any changes to the name or other particulars of the vessel will be promptly notified to the Registrar of Cyprus Ships; and

(D) The owner ensures that a certified copy of the certificate of parallel registration issued by the foreign registry will be deposited with the Registrar of Cyprus Ships within 1 month from the ship’s parallel registration.

Upon payment of all the appropriate fees and once all the necessary documents have been filed, the Registrar may allow the parallel-out registration for a period up to 3 years. This may be renewed. The Cypriot nationality of the vessel is suspended and the Cyprus certificate of registration must be delivered to the Registrar of Cyprus Ships. Unless the Minister withdraws his approval for the parallel-out registration or the foreign registry its consent, the parallel-out registration remains in force for the duration of the charter party. When the registration is terminated, the Cypriot certificate of registration is returned to the ship-owner.

(b) Status of vessel. Cypriot vessels registered parallel-out must hoist the flag of the foreign registry and cannot use the Cyprus flag. The port of registry marked on the stern of the vessel must be that of the foreign registry.

Same as with parallel-in registration, transfers of ownership and any transactions affecting mortgages are governed by Cyprus law. The Registrar will notify the foreign registry of any such changes. All other matters are dealt with by the foreign registry.

Once a ship has been registered under the Cyprus flag, a mortgage can be created thereby securing a loan or other financial obligations. Exchange control permission is not required. The mortgage can be in respect of any sum and in any currency. A mortgage can be registered either through the Registrar of Ships directly or (with the Registrar’s permission) through a Cyprus consulate or embassy abroad.

Where several mortgages are registered in respect of the same ship, priority depends on the date on which each mortgage was recorded in the Register, with earlier mortgages ranking first.

Every registered mortgagee has absolute power to dispose of the ship in enforcing his rights under the mortgage. In fact, it has always been the policy of the government to protect the rights of mortgages and make it as easy as possible for them to enforce their security. Where there are several registered mortgagees for the same ship, a later mortgagee may not, except by an order of a court of competent jurisdiction, sell the ship or share without the concurrence of every prior mortgagee.

Once a mortgage is created, it must be deposited (together with its respective deed of covenant) with the Registrar of Cyprus Ships or with a consular officer on the instructions of the Registrar. The mortgage is recorded thereafter in the Register as from the date and hour of its deposit and remains an encumbrance on the vessel until discharged by the mortgagees. A mortgage may be created whether the ship is provisionally or permanently registered. The creation of a mortgage under Cypriot laws is not allowed on vessels registered parallel-in in the Cyprus Register of Ships.

If the ship on which a mortgage was created belongs to a Cypriot company, the mortgage will also have to be registered with the Registrar of Companies within a maximum period of 42 days after its creation. Registration protects the mortgagee’s security in the case of liquidation of the ship owning company. Transfer of a mortgage may be effected by completing the statutory form of transfer and submitting it to the Registrar of Cyprus Ships or to a consular officer. The fees payable on transfer are the same as those for the registration of the mortgage on the ship.

The Cyprus mortgage is in the form of a Mortgage to secure an Account Current. It must be accompanied by a deed of covenant regulating all matters relating to the mortgage such as interest, repayment, insurances, events of default etc. Mortgage deeds are exempt from stamp duty.

To discharge a mortgage, a memorandum of discharge must be duly executed by the mortgagee. It is then attested and delivered to the Registrar of Cyprus Ships or a consular officer on the instructions of the Registrar.

Mainning of Cyprus Ships

The master of a Cypriot ship must enter into an employment agreement with the ship-owner. Also, every seaman on board must enter into an agreement with the master. The agreements are filed with the Director of the Department of Ports.

The manning of Cyprus flag vessels is regulated in accordance with internationally accepted standards, in line with the requirements of the IMO.

There is a Collective Agreement between the Trade Union of Cyprus and the Ship-owners Association. It regulates wages, matters relating to holidays, working hours etc. Where a Cyprus ship is owned by a Cyprus majority, the Collective Agreement is recognized by the International Transport Federation. In addition, Cyprus has entered into bilateral agreements with a number of countries regulating the employment of qualified seamen on Cypriot vessels.

Officers and ratings serving on board Cyprus flag vessels must hold valid Certificates of Competency and/or training documentation for the post they hold on board. These can be issued either by the Cyprus government or a country whose certificates are recognized by the Cyprus government. In the latter case, those officers are required to hold in addition to their non-Cyprus certificate of competency, a Cyprus endorsement attesting the recognition of their certificate. Certificates of Competency issued by Cyprus are widely recognized worldwide.

Cyprus merchant shipping legislation stipulates that 15% of the crew of a Cypriot ship must be Cypriot. In the case of passenger ships over 15 years of age, at least 25% of the crew must be Cypriot. In addition at least 1 Cypriot student or graduate of a marine officer’s school, if available, must be engaged on the vessel for a period of up to 6 months for sea going training. These quotas however can be waived if the District Labour Office in Limassol confirms there are no unemployed seamen. In effect, due to the limited availability of Cypriot seamen, crew members may be of any nationality so long as they hold valid certificates of competency. In any case, this restriction was repealed upon accession of Cyprus to EU on 1 May 2004.

To facilitate the manning of Cypriot ships, the government has concluded a number of bilateral agreements in the field of merchant shipping with labour supplying countries. They contain provisions for the employment on Cypriot ships of properly qualified seamen from these countries. The terms of employment of these seamen are those approved by the competent authorities and / or seamen’s unions of their country.

All Cyprus ships should be in possession of a valid document of safe manning specifying the number and composition of her complement. Owners of Cypriot ships should apply to the Department of Merchant Shipping requesting the issue of the document.

The owner can apply for reduced manning if the vessel is designed and constructed with unattended machinery spaces, or is provided with any other automated machinery or remote controls. These should be indicated in the application and the owner should request the vessel’s classification society to advise the Department on these, including the corresponding class notation and confirm the class position of the vessel, as far as this notation is concerned.

If the vessel is to be engaged exclusively in trading in a particular geographical area and the owner seeks reduced manning on account of this, then he should indicate it by stating the ports from which the vessel will be plying or provide the geographical co-ordinates (latitude and longitude) and other appropriate information defining the geographical area in which the vessel will be sailing or submit an appropriately marked chart.

If special circumstances apply, the owner may apply to the Minister of Communications and Works for dispensation from all the provisions of the manning regulations.

Fees and Taxes

Cyprus is considered one of the most competitive shipping centers in the world in terms of costs.

The following fees are correct as at April 2004 and are expressed in Cyprus Pounds (CY£1 = 100 cents).

The registration fees are as follows:

(a) For vessels other than passenger vessels:

(b) For passenger ships:

No fee is payable for deletion of ships. However, all other statutory fees and taxes due or in arrears at the time of the vessel’s deletion must be paid.

(a) Cyprus companies. Cyprus offers complete tax exemption on all profits and dividends arising from shipping operations. This particular tax relief will be available until 31 December, 2020. In effect, this means that:

(i) no income tax is payable on the profits derived from shipping activities by a Cyprus shipping company which own or bareboat charters ships under the Cyprus flag;

(ii) no capital gains tax is payable on the sale or transfer of a ship or shares in a shipping company;

(iii) no income tax is payable on the salaries of officers and crew of Cyprus ships which operate in international waters; and

(iv) No stamp duty is payable on bills of sale and mortgages on ships and related documents.

(b) Foreign companies. Foreign companies that generate profits from shipping activities of vessels under foreign flags are liable to corporation tax at the preferential rate of 4,25%. This rate will apply until the end of 2005. From 1 January, 2006 the normal rate will be applicable which is currently 10%.

(a) For vessels other than passenger ships. Tonnage tax is calculated as follows:

(b) For passenger ships. The tonnage tax payable is double that payable for other vessels.

(c) Payment. Tonnage tax is payable in biannual instalments, on 1 January and 1 July each year, and in advance not later than the 31 January and 31 July each year. Late payment results in a 5% surcharge or the first month in arrears and 1% for each subsequent month. In case of deletion of a vessel from the Register of Cyprus Ships, any tonnage tax paid in advance for the remaining period up to the date on which the next instalment becomes due is refunded.

The Merchant Shipping Laws provide for the reduction and refund of tonnage tax in the cases listed below.

(a) Technical management and crewing by Cyprus companies. If the vessel’s technical management and crewing is carried out by a Cyprus ship management company operating in Cyprus, a 30% reduction of the tonnage tax is allowed provided the relevant documentary evidence is submitted to the Department of Merchant Shipping in advance of the period for which the reduction is claimed.

(b) Cypriot crew members. For members of the crew of the vessel who are Cypriot citizens, a percentage of the tonnage tax paid may be refunded for each month they are employed on board the vessel, as follows:

(i) for vessels other than passenger ships, 2,5% for each month of actual employment on board in respect of officers and cadet officers, and 1,5% for each month of actual employment on board in respect of ratings;

(ii) In the case of passenger ships the above rates are reduced by 50%.

Tonnage tax is refunded on the application of the owner of the vessel.

(c) Laid up ships. If the ship is laid up for a period of more than 3 consecutive months the tonnage tax payable is reduced by 75% for the period during which the vessel is laid-up. The maximum reduction or refund of tonnage tax described above cannot exceed 50% of the tonnage tax due for the financial year.

For the registration or transfer of a mortgage or transfer of interest in a mortgage with the Registrar of Ships, the fees payable are calculated as follows:

No fee is payable for the discharge of mortgages.

There are some further minor fees payable for various other services or for the issue of certain certificates.

(a) On provisional registration. The following fees and taxes are payable at the time of the provisional registration of a vessel:

(i) registration fees;

(ii) tonnage tax for 6 months;

(iii) fees for obtaining a license to install and work a wireless telegraphy and/or telephony station, and;

(iv) fee for the issue of the provisional certificate of Cyprus Registry

These should be paid not later than the date on which the provisional

registration of the vessel will be effected.

(b) On extension. To extend the period of provisional registration by 3 months, the following fees and taxes are payable:

(i) one half of the registration fees, and

(ii) Tonnage tax for 3 months.

These should be paid prior to the expiry date of the period of provisional

registration.

If the relevant registration fees have been paid at the time of the provisional registration of the vessel and the period of provisional registration has not expired, then no other fees and taxes are levied for the permanent registration of a vessel apart from:

(a) Fee for the issue of the certificate of Cyprus Registry, and

(b) Payment of any other statutory fees and taxes due or in arrears at the time of the permanent registration of the vessel.

If the permanent registration takes place after the provisional registration period has expired, then the fees payable on provisional registration are payable anew.

The initial registration fees for the parallel registration of a foreign vessel under the Cyprus flag (parallel-in registration) are 20% higher than those applicable to the provisional or permanent registration of the vessel. If the foreign vessel under the Cyprus flag is deleted and thereafter re-registered and the chartering is effected to the benefit of the same charterer prior to the deletion, the re-registration fees are reduced by 50%. There is no increase in the tonnage tax or other dues payable and the vessel is subject to the same financial obligations as other Cypriot vessels.

A Cypriot vessel registered in parallel in a foreign register (parallel-out registration) has the same financial obligations as all other Cypriot vessels, with the exception of the fees for the issue or renewal of the radio licence. If the vessel is deleted from the Cyprus Registry prior to the termination of her status of parallel-out registration, that part of the tonnage tax which is proportional to the period from her deletion until the termination of her status of parallel registration is reimbursed upon application.

The financial obligations of vessels (Cypriot and foreign) registered in parallel are payable in advance for the entire period of the parallel (bareboat) registration.

The following fees and taxes are payable each year:

(a) Tonnage tax, and;

(b) Fees for the renewal of the licence to install and work a wireless telegraphy and/or telephony station.

The main elements of the taxation regime of Cyprus ship management companies are:

(a) The taxation regime applies to companies engaged in the 3 basic types of internationally accepted ship management services, i.e. crewing, technical and commercial management of ships;

(b) Notwithstanding the provisions of the income tax laws in force, no tax is charged on the income derived by any person from the rendering of ship management services for the period ending 31 December, 2020;

(c) To counteract the above tax exemption, a special tax is charged on the basis of the tonnage of ships for which ship management services have been rendered. This special tax is applicable to any ship managed by a Cypriot ship manager (whether of Cyprus or foreign flag). It is calculated by reference to the Second Schedule of the Merchant Shipping (Fees and Taxing Provisions) Laws 1992-2003. This tax is not applicable in the case of Cypriot ships that qualify for the 30% reduction described in paragraph 9.4(a) above.

(d) For any given financial year, a ship management company may opt to be taxed either according to the special tax method or according to the rates provided by the current income tax laws in force. This option is exercised by informing in writing, the Department of Merchant Shipping with a copy to the Commissioner of Income Tax. The notice must be filed at least 30 days prior to 1 January of the relevant financial year, and will remain in force until its withdrawal by the same procedure;

(e) There is an exemption from income tax on the dividends received from the rendering of ship management services.

Future Prospects

Cyprus’ development into a major base of international maritime operations and the phenomenal growth of its Merchant Shipping Registry, currently ranking 5^th in the list of leading maritime nations as opposed to 29^th just ten years ago , it is by no means accidental.

The immediate objective of the island with regard to merchant shipping is to enhance the quality of the tonnage flying the Cypriot flag, their crews and operators. The Cypriot government has taken steps significantly to strengthen and reorganise its maritime administration, which has come under strain in recent years as a result of the exceptional fleet growth and increasing international safety and pollution prevention requirements.

With regard to the International Safety Management Code, introduced as a new chapter of SOLAS 74, the government has already decided to proceed with its early implementation. The criteria set out by the International Maritime organization and the European Union for the assignment of tasks to non-governmental organizations has been adopted. Further, the government has decided to authorize recognised Classification Societies and members of the International Association of Classification Societies to conduct audits and issue certain certificates.

The Cypriot authorities have become increasingly pro-active in their promotion of the shipping industry. Their efforts have turned the Cypriot flag from one of convenience to one of necessity.

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.