Cyprus: The International Business Centre

Last Updated: 15 July 1999

A. New Cyprus – Russian treaty.

B. Cyprus – India Treaty.

C. American offshore achievement award.

D. First Cyprus award for offshore business.

E. First prize winners for quality in services.

F. Offshore industry – ISO 9002.

G. Cyprus – 6th in Shipping.

H. Trusts used in asset protection and tax planning.

I. Professional trustee companies.

J. Financial services companies.

K. Cyprus – A center for registration of trusts.

L. Offshore collective investments scheme (funds).

A. HIGHLIGHT OF THE NEW DOUBLE TAX TREATY WITH RUSSIA

The old agreement between Cyprus and Russia was signed on 29th October 1982 and became effective as from 26 August 1983. When the former Soviet Union was broken up the treaty continued to apply to Russia and the CIS countries. Over the years several states from the former Soviet Union negotiated a new treaty with Cyprus to replace the old one. Russia is one of these states. The new treaty between Cyprus and Russia was signed on the 5th December 1998. It will come into effect on the 1st January 2000. The new treaty is similar to the old one. The only significant difference is the request for some withholding tax on dividend payments (previously no withholding tax was imposed). However any withholding tax deducted is provided as a credit in the other country thus in cases of a Cyprus international business companies the 5% withholding tax on dividends paid in Russia will be enough to cover the tax liability in Cyprus (4.25% on the net profit) thus no further tax on dividends will be payable in Cyprus. Some of the features of new treaty are:

Withholding Tax Rates

Dividends:

If the recipient of the dividends invested more than US$100.000 in the share capital of the paying company the withholding tax rate is 5% otherwise the rate is 10%.

Royalties:

The rate on royalties paid from one country to the other is zero.

Interest:

The rate on interest paid from one country to the other is zero.

It is important to note that irrespective of treaty requirements the Cyprus international business companies are not required to deduct any withholding tax on interest, dividends or royalties paid anywhere in the world.

Tax Credit

The treaty provides that each country shall allow a credit for any tax paid in the other country. For dividends the credit must include the withholding tax and the company tax paid by the company that makes the dividends distribution.

Tax Sparing Credit

The treaty provides for a tax sparing credit. The tax credit in Cyprus shall be deemed to include the tax which would have been payable but for the tax incentives granted under the laws of Russia and which are designed to promote economic development.

Applies To "International Business Companies" (IBC)"

The double tax treaty applies to local as well as IBCs. Thus an IBC being subject to income tax at 4.25% on its net profits can also benefit from the treaty.

Practical Applications Of The Treaty

The treaty will be particularly beneficial to those entrepreneurs /investors that use Cyprus IBCs to enter the vast Russian market or those Russian entrepreneurs/investors that have activities outside Russia and especially in countries that have no treaty with Russia.

For example, those Cyprus IBCs that receive dividends from Russia will be subject to the applicable withholding tax at source but because they will receive a tax credit in Cyprus (for the withholding tax paid in Russia) there will be no extra tax payable in Cyprus by the Cyprus IBC. Thus the overall tax payable can not exceed the withholding tax.

Another important consideration is the exemption of Cyprus IBC from the need to deduct withholding tax irrespective of treaty requirements.

B. HIGHLIGHTS OF THE CYPRUS DOUBLE TAX TREATY WITH INDIA

The Double Tax Treaty Cyprus has with India came into force on the 18 May 1994. It is based on the OECD model and the benefits of this treaty are available to Cyprus offshore companies as well.

Withholding Tax Rates

Dividends:

If the recipient of the dividends holds 10% or more of the share capital of the paying company the withholding tax rate is 10% otherwise the rate is 15%.

Royalties:

The rate on royalties paid from one country to the other is 15%.

Interest: The rate on interest paid from one country to the other is 10%. If the recipient of interest is the government of either country, the applicable rate is zero.

(It is important to note that irrespective of treaty requirements the Cyprus offshore companies are not required to deduct any withholding tax on interest, dividends or royalties paid anywhere in the world).

Permanent Establishment

A building site, construction, assembly or installation project or supervisory activities in connections therewith is not considered to be permanent establishment in the other country if it lasts for less than 12 months.

Thus, a company resident of one country can undertake any of the above mentioned activities in the other country without been subject to tax in the country where the project takes place as long as the activity lasts less than 12 months.

Immovable Property

Income and capital gains from immovable property is taxed in the country where the property is situated.

Movable Property

Gains from the sale of any property (other than immovable property) are taxable only in the country where the seller is a resident.

Director's Fees

Director's fees and similar payments derived by a resident of one state from a company, which is a resident of the other state, is taxable in the other state.

Tax Credit

Each county shall allow a credit for any tax paid (directly or by deduction) in the other country.

Tax Sparing Credit

The tax credit allowed by each country on tax paid in the other country shall be deemed to include the full tax which would have been payable in that other country if there were no tax incentives.

Applies To "Offshore" Entities

The double tax treaty applies to local as well as offshore companies. Thus a Cyprus offshore company which is subject to income tax of 4.25% on the net profits can also benefit from the treaty.

A copy of the treaty may be supplied upon request.

C. FIRST PRIZE "OFFSHORE ACHIEVEMENT AWARD"

This award is given once a year by the U.S. Embassy in Cyprus to Cypriot companies which promote business from the United States of America to Cyprus and other countries in the region.

The announcement of the awards was made by Mr Kenneth Brill, His Excellency the ambassador of the USA in Cyprus at a special dinner ceremony at Hilton Hotel in Nicosia, which was attended by some 200 leading business people, ministers and H.E. the president of the Republic of Cyprus Mr Glafkos Clerides.

In 1995, Totalserve won the first prize "Cyprus Export Services award for outstanding performance" in the area of business consultancy and in 1996 the first prize "Cyprus services award for outstanding performance and quality in services". Finally a few months ago, the company obtained the ISO 9002 certificate showing again the high standard of services rendered to their clients worldwide.

Mr Glafkos Clerides congratulated Mr Petros G. Economides, the chairman of the company for their continued success and wished him all the best for the future.

Mr Kenneth Brill said, "This year’s winner Totalserve Management Ltd, has demonstrated exceptional eagerness in helping numerous American companies to establish a presence in Cyprus and regionally".

Peter G. Economides said, "We are really delighted with this international award given by the United States of America, to a small company like Totalserve operating from a small country like Cyprus. We are also very pleased because this recognition of our services coincides with our 25th anniversary and makes Totalserve the company with most services awards in Cyprus. We will keep the high standard of our services. That’s a promise".

For more information and free publications contact Ms Yiannoula Karayianni.

D. FIRST CYPRUS AWARD FOR OFFSHORE BUSINESS

Totalserve Management Ltd, the trust and management arm of the well known auditing firm P.G. Economides & Co. in Limassol has managed to treble its size and its business associates worldwide and on top of this the company win the first award for export services in the area of business consultancy to offshore enterprises.

The export services award is granted by the Ministry of Commence, Industry and Tourism in conjunciton with the Cyprus Chamber of Commerce and Industry.

The first award was presented to the chairman of Totalserve Management Ltd, Mr Peter G. Economides by the president of the Republic Mr Glafkos Glerides on the special ceremony held at the International Conference Centre in Nicosia.

After the presentation Mr Economides said, «The company is very proud for this award. We believe that granting this award to Totalserve represents the real purpose for which the award was established i.e. to reward the effort that is above average, is based on professional approach, strives for excellence, is effective and most of all it aims to benefit the client, the company and our country in general. Cyprus is a reputable centre for international business and services. There are a lot of companies that offer high quality services and knowing all this we are very proud to have been selected for this award».

Totalserve is involved in the area of business consultancy, international tax planning and specialises in offshore company formation and management and the creation and administration of International Trusts. The company has a subsidiary in Athens and represents a large number of international professional organisations.

For more information and free publications contact Ms Yiannoula Karayianni.

E. FIRST PRIZE WINNERS FOR QUALITY IN SERVICES

At a special ceremony during the opening of CyServ ’96 the president of the Republic of Cyprus Mr Glafkos Clerides has presented the award for the "performance and quality in services" to Totalserve Management Ltd the Limassol based company specializing in services to the offshore industry.

The award for quality in services is being organized for the first time by the Cyprus Federation of Employers and Industrialists. It is worth mentioning that the above award is the only awards given for quality services in Cyprus.

Mr Peter G.Economides, chairman of the company, said the following:

"We have read in the papers last week that the selection committee had long meetings trying to evaluate the nominee companies for the award. We are therefore very pleased and honored that our company was unanimously voted for the award. Our philosophy is "quality in service" and we feel that this award, for performances and quality in services, is in fact a reward for our philosophy. Our expansion to Greece has definitely contributed to our success".

Finally, Mr Economides congratulated the organizers for their initiative to award these prizes for performance, quality and innovation of services in Cyprus.

For more information and free publications contact Ms Yiannoula Karayianni.

F. TOTALSERVE GETS ISO 9002

Over the last two years or so there has been an increased trend by large Cyprus companies to implement the international quality standards ISO in their operations.

The well known Limassol based company Totalserve Management Ltd, a leader in the offshore business in Cyprus has obtained the ISO 9002 certificate. This was presented by the Minister of Commerce Industry and Tourism at a special ceremony at his office.

In answering to a question, the Chairman Mr Peter G. Economides said: "We are very proud to have our company certified under ISO 9002. This was the result of the joint effort of the management and staff who understood the benefits and committed themselves to implement and comply with the international quality standards in servicing clients.

I would encourage other businesses, irrespective of their size, to implement ISO quality standards. This is becoming particularly essential with the imminent competition that we will face by the foreign companies once Cyprus becomes a full member of the European Union. Planning ahead and adhering to high quality international standards would ensure long term competitiveness."

For more information and free publications contact Ms Yiannoula Karayianni.

G. CYPRUS - 6TH COUNTRY IN THE WORLD FOR SHIP REGISTRATION

Cyprus has proved to be an ideal centre for the establishment of shipowning and shipmanagement companies. A large number of shipowning companies have been registered in Cyprus and currently the total number of ships registered is over 2500 ships with a gross tonnage over 25m tonnes, making Cyprus the 6th country in the world in ship registrations. The shipowning company restricts the objects to the ownership, bareboat chartering and operation of ships in international waters. The shipmanagement company restricts the activities to the rendering of a wide range of shipping related services outside Cyprus, such as shipbreaking, payroll and bookkeeping services, marine insurance etc.

Shipmanagement is a specialised activity that has grown during the recession that hit the shipping industry in the 1980s' which has put pressure on the shipping companies to improve efficiency and reduce costs. Decentralization of operations was a key approach and since then we have seen the substantial increase of the use of many maritime centres around the world including Cyprus.

The Cyprus shipmanagement industry provides services such as chartering, crewing, ship-broking etc. to a large number of vessels including reefers bulk carriers, OBO carriers, RoRo vessels, passenger ships and container vessels.

THE MAIN REQUIREMENTS FOR SHIP REGISTRATION

This law requires that registration under the Cyprus flag can only be achieved if more than 50% of the shares are owned by companies incorporated in Cyprus (including "offshore" companies) or by Cypriots.

Age of ships:

Ships of any age may be registered subject to the following:

1) Ships up to 17 years of age may be registered under the Cyprus flag.

2) Ships between 18 years and 20 years age can be registered if the ship is to be managed from Cyprus or must fulfil the recommendation of the Department of Merchant shipping.

If the ship is a passenger vessel it is required to employ at least 25% Cypriot seamen (unless there are not available) and at least one Cypriot student or graduate of a marine officers' school (unless there are not available) must be employed, for training, for at least six months.

3) Ships between 21 years and 23 years. The requirement to register a ship of that age are:

  • Must fulfil the requirement applicable to ships of 18 to 20 years of age.
  • The beneficial owner has two more vessels registered under the Cyprus flag each exceeding 1000 GRT and with a proven safety record.
  • The average age of the three ships (the two old registered and the new registration) must be less than 17 years.

However these conditions are not required to be met if the ship is to be managed from Cyprus or if the beneficial owner is Cypriot.

4) Ships over 24 years of age.

  • The requirements to register a ship over 24 years of age are:
  • Fifty per cent of the directors are Cypriots.
  • Fifty one per cent of the shares are owned by Cypriots.
  • Ship management is done from Cyprus.
  • Unless the shipowner has another vessel under the Cyprus flag, the ship must operate for at least one year between Cyprus and other ports.

Ship Registration - Procedure

(A) Provisional Registration

Provisional registration is allowed usually to give time to prepare the permanent registration.

The application for provision registration can be submitted to the Minister of Communication and Works through the Registrar of Cyprus ships or at any Diplomatic Mission or Consular of the Republic of Cyprus.

It is not necessary for the ship to be at the place of registration at the time of submitting the application but it must be at a port to enable an inspection.

The provisional registration is valid for six months and it can be extended for a further period of three months.

(B) Permanent Registration

The application for a permanent registration of a vessel under the Cyprus flag made by a shipowning company must be made to the Ministry of Works and Communications through the Registrar of Cyprus Ships accompanied by certain documents.

(C) Parallel (Bareboat) Registration

Parallel In Registration

Assuming the law of the country where the vessel is registered allows for parallel in registration the vessel can be registered in parallel under the Cyprus flag. This registration is for two years and renewable.

The basic characteristics of this registration are:

  • the foreign nationality is suspended.
  • the vessel remains registered with the foreign registry that has the authority in respect with the ownership and encumbrances of the vessel. Therefore a transfer of the ship is to comply with the law of the foreign registry and notified to the Registrar of Cyprus ships. The same applies for any mortgages and other encumbrances. However all other matters (except transfer and mortgages) are subject to the Cyprus law.
  • the ship has to hoist the Cyprus flag.
  • on the stern of ship "Limassol" must be marked as the port of registry.

Upon approval of the application the Register of Cyprus ships will issue a special certificate of Cyprus Registry.

Parallel-Out Registration

The parallel out registration would (as with the parallel-in) depend on whether the law of the other country allows for such registration. The registration is for three years and renewable.

The basic characteristics of this registration are:

  • the vessel is registered in the Cyprus registry in respect to the ownership and encumbrances of the vessel, therefore a transfer of the ship mortgage and other encumbrances must comply with the law of Cyprus and notified to the foreign registry. All other matters are subject to the foreign law.
  • the ship has to hoist the foreign flag.
  • the port of registry marked on the stern of the ship must be the port of the foreign country.

Upon approval of the application the Cyprus nationality of the ship is suspended and the Cyprus Certificate of Registration must be handed back to the Registrar of Cyprus Ships.

Registration Of A Shipping Company In Cyprus (except shipowning companies)

Company Name

The name of a company must be approved by the Registrar of Companies before the whole registration procedure commences.

Main Objects/Purpose of the Company

The main objects/purpose of the company must be stated in the first paragraphs of the proposed company's Memorandum and Articles of Association.

Share Capital

The minimum share capital for an offshore shipping company must be C£1,000.

The share capital must be in Cyprus Pounds and may be subdivided into any denominations. "Ordinary", or "Preference" shares may be issued.

Shareholders

The minimum "registered shareholders" should be two. The minimum "beneficial shareholders" could be one. Shareholders could either be individuals or legal corporate entities. Trusts may also be shareholders in an offshore company.

Shares may be held by trustee companies for the benefit of beneficial shareholders. Trust Deeds are signed by the trustee in order to completely safeguard the interests of the beneficial shareholders.

The name, address, nationality and occupation of the beneficial shareholder is disclosed to the Central Bank of Cyprus. The identity of the beneficial shareholder is being kept absolutely secret if a nominee trustee is used. A photocopy of the passport pages showing details of the beneficial shareholders may sometimes be required.

Directors

At least one director is necessary. The directors may be local Cypriot individuals or foreigners. It is generally advisable to appoint local directors if one wishes to have effective management and control in Cyprus. A corporate entity may act as director. Nominee directors may be provided.

The name, address, nationality and occupation of each director is required.

Secretary

An individual or a secretarial company must be appointed.

Registered Office

The registered office of the company must be in Cyprus. The registered office address is the official address of the company where the statutory books, registers, and the seal of the company should be kept. Summons and writs are also served at the registered office address.

Confidentiality

With the use of trustee shareholders together with the appointment of nominee directors one could ensure complete confidentiality and anonymity of the beneficial shareholders.

Taxation

Tax at 4.25% is payable on the net profits of shipping offshore companies.

Audit

Offshore companies need to be audited by Cypriot firms of auditors every year. International accounting and auditing standards are followed.

Financial and tax statements are submitted to the Revenue and the Central Bank of Cyprus.

Exchange Control Regulations

Exchange Control regulations do not apply to offshore shipping companies. Bank accounts may be kept anywhere in the world and in any currency. Bank accounts kept in Cyprus may operate freely without prior approval of the Central Bank of Cyprus.

Duty Free Facilities

Duty free facilities to offshore companies and their expatriate personnel are available for office equipment, motor vehicles and certain household items.

Finance

Finance may not be obtained from local Cypriot banks. All finance should come from external sources.

Trading

Offshore shipping companies cannot carry out any trading with Cypriot residents or local Cypriot companies.

Registration Of A Shipowning Company

Most of the requirements and benefits mentioned under the "Registration of a shipping company in Cyprus" apply to the shipowning companies as well, with the following exceptions:

  • The time needed for registration is only 4-5 days.
  • Shipowning companies pay no tax.
  • Accounts need not be submitted to the authorities.

Advantages Of Cyprus Shipowning Companies

The advantages of shipowning companies registered in Cyprus can be summarised as follows:

  • No tax is payable on all profits and dividends arising from shipping operations
  • No capital gains tax on the sale or transfer of a ship or shares in a shipping company
  • No estate duty on the inhentance of shares is a shipping company
  • No stamp duty on bills of sale and mortgages on ships and related documents
  • There are low registration fees.
  • The Cyprus merchant shipping legislation allows for the provisional registration of a vessel in case where the vessel has not been previously registered in Cyprus. The provisional registration is for a period of 9 months renewable for further 3 months. This is to give time to the shipowners to prepare the application for a permanent registration.
  • The Cyprus legislation also allows for a parallel (bareboat) registration. This means that a ship can obtain approval for registration under the Cyprus flag for a period of two years without the need to delete the registration in the foreign country (parallel-in registration). Alternatively the ship can have a parallel-out registration which means that the ship can hoist the flag of the foreign country but the things like financing of the ship, mortgaging, transfer of ownership are exclusively governed by the Cyprus legislation and no action in relation to these matters may be made in the foreign registry.
  • Cyprus has signed many maritime conventions.

Other Reasons Why Cyprus Is The Obvious Choice For Shipping And Shipowning Company

  • No exchange control regulations
  • Strategic geographic location makes it easier to contact business.
  • Cyprus has signed double tax agreements with 28 countries
  • Friendly relations with almost all countries
  • Excellent telecommunication facilities
  • Modern banking facilities
  • Bonded and warehouse facilities at reasonable prices
  • Non discriminating legal system
  • Easy accessibility by air and sea
  • Low cost of living
  • Low set up and running costs
  • Qualified personnel readily available
  • English used in business
  • Crime free environment
  • Pleasant climate

Fees

Registration fees for a ship are very competitive and annual charges are also low.

H. TRUSTS USED IN ASSSET PROTECTION AND TAX PLANNING

For more information and free publications please Click Contact Link

I. PROFESSIONAL TRUSTEE COMPANIES

The Central Bank of Cyprus is responsible for the issue of permits for the establishment of "professional trustee" companies.

J. FINANCIAL SERVICES COMPANIES

The Central Bank of Cyprus is responsible for the issue of permits for the establishment of "financial services" companies.

K. CYPRUS – A CENTER FOR REGISTRATION OF TRUSTS

For more information and free publications please Click Contact Link

L. OFFSHORE COLLECTIVE INVESTMENT SCHEMES (FUNDS)

For more information and free publications please Click Contact Link

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.

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