United Kingdom

UK SUMMARY INFORMATION WITH REGARD UK COMPANY WITH CYPRUS BRANCH

Governing legislation

Companies Act 2006 as amended

Permitted activities

The company may conduct any business, with the exception of trading within the UK.

Requirements as to shareholders

Minimum of one shareholder, who may be a natural person or body corporate. The use of nominee shareholders is possible. 

Requirements as to directors

Minimum of one director, being either a natural person or body corporate. The directors must be resident in Cyprus in order to achieve the non-residency requirement. If the director is a corporation then the Company must have at least one director who is an individual.

Shareholders' and directors' meetings

Should be held in Cyprus so as to demonstrate local management and control.

Registered office

A registered office must be maintained in the UK

Registered agent

A registered agent needs to be appointed in Cyprus, to whom official notices may be addressed.

Company secretary

The company may but need not to have company secretary. If the Company chooses to have a secretary then this may be a natural person or body corporate. In the case of a sole director, the same person may not be both director and secretary.

Information published relating to shares and shareholders

The company must keep a share register at the registered office address or other single alternative inspection location (“SAIL”). This is available for public inspection. The annual return will provide details of the shareholders’ names and is kept on the public register held at Companies House (public record). In addition, a return must be filed at Companies House in relation to any allotments.

Information published relating to directors

Certain directors’ details must be filed at Companies House (public record).

Individual directors:

The details for individual directors are the full name, any former name, full residential address, country or state (or part of the UK) in which the person is usually resident, nationality, business occupation (if any) and date of birth.

It is possible for directors to nominate a service address (rather than their usual residential address) to appear on the public record.

Corporate directors:

The details for all corporate directors are the name and registered or principal office address.

For an EEA registered company, particulars of the register (including details of the relevant state) and registration number are also required.

For a non-EEA registered company, its legal form, governing law, particulars of the register (including details of the relevant state) and registration number are required.

Accounting records

Section 386 of the 2006 Act provides that every company must keep adequate accounting records. These records must be sufficient to: (i) show and explain the company’s transactions, (ii) disclose with reasonable accuracy, at any time, the financial position of the company, and (iii) to enable the preparation of statutory accounts.

Accounts to be filed and the audit

The filing obligations for different sizes of company differ but the general position is set out in section 441 of the 2006 Act. This section states that the directors shall in respect of each financial year deliver to Companies House (public record) a copy of the company’s accounts together with a copy of the directors’ report and (if applicable) the auditor’s report.

Such accounts must be audited unless the company falls within one of the exemptions.

A company is exempt from having to appoint auditors for a financial year if it qualifies as a small company in relation to that year; its turnover in that year is not more than £6.5 million and its balance sheet total for the year is not more than £3.26 million.
If accounts must be audited then the auditor must be a regulated professional who is independent of the company. The professional bodies include the Institute of Chartered Accountants in England and Wales and the Association of Chartered Certified Accountants. Any auditor must hold a current practicing certificate.

Annual filing requirements

Annual returns need to be filed in the UK and in Cyprus. Financial statements are filed with the Registrars of Companies in the UK and Cyprus and with the Cyprus tax authorities.

Taxation

Cyprus income tax applies at the rate of 12.5% on the worldwide income of the branch.  There is no tax on capital gains. 

Other considerations

The advantage of this structure is the possibility of enjoying the prestige and respectability of a UK company, while reducing its tax exposure to 12.5%.