Organization : Department of Merchant Shipping
Facility : Cyprus Shipping Company Registration
Country : Cyprus
Website : https://www.dms.gov.cy/dms/shipping.nsf/home_en/home_en?openform
Shipping Company Registration :
Legal Status :
Related : Department of Merchant Shipping Registration of Ship Cyprus : www.statusin.org/29739.html
The first step to be taken by all non-European shipowners who wish to register a vessel under the Cyprus flag is to form a Cyprus Shipping Company (hereinafter referred to as ‘the company’) which will acquire the vessel in its name.
The company is registered as a private company with limited liability (limited by shares) under the provisions of the Cyprus Companies Law, Chapter 113 of the Statute Laws of Cyprus, as amended.
For the incorporation of the company, the filing of the memorandum and articles of association in Greek with the Registrar of Companies is required. The incorporation of the company is evidenced by the issue of a certificate of incorporation by the Registrar of Companies.
The time required for incorporation is about 3 – 5 days from the filing of the incorporation documents. The present legislation contains provisions which facilitate the acceleration of the various procedures in urgent cases.
Memorandum And Articles Of Association :
The memorandum must contain the objects of the company, set out as widely as possible. These are the usual ones of a shipping company e.g. to own and operate vessels, borrow money, mortgage its vessel, etc.
The articles usually adopt Table A of the Companies Law with a number of changes or additions as deemed necessary.
The most usual departures from Table A are : pre-emption of the rights in case of transfer of shares; full borrowing powers of directors; lower quorum for meetings; simplified sealing provisions, appointment of alternate directors, etc.
Name Of The Company :
The name of the company must end with the word “limited” or “Ltd”. Prior approval of the name by the Registrar of Companies is required.
Very general or deceptive names are not accepted nor are names likely to lead to confusion with existing ones. It usually takes 2 days to obtain a name approval but the procedure may be expedited upon request.
Registered Address :
This, by law, must be in Cyprus. It is usually situated at the offices of either the lawyers who have incorporated the company in Cyprus or the accountants who act for the company in the island, unless the company has a more substantial presence in the island and operates from fully fledged offices or has a sister management company or affiliate here. The registers and minute-books are kept with the secretary of the company.
Share Capital :
The share capital of the company may either be nominal (e.g. EURO €100) or the actual amount to be deposited by the promoters for the pursuit of the venture.
It may be paid up in full or by calls, in cash or for consideration other than cash and the shares may be allotted a par value. Any class of shares e.g. ordinary or preference, and with different voting and dividend rights, are acceptable. All shares must be nominative; bearer shares are unacceptable.
Shareholders :
General :
One shareholder is required for the incorporation and continued existence of a Cyprus private company. The nationality of the shareholders is immaterial.
Under Cypriot law all shareholders of a shipping company may be foreigners residing outside the island. The transfer of shares from one foreigner to another is allowed.
Security of beneficial shareholders :
The trust relationship is recognised under Cypriot law both by statute and in equity. The principles of equity which apply under English law are applicable in Cyprus as provided by the Courts of Justice Law, 1960.
The security documentation of the beneficial owner (according to the practice followed by law firms) comprise the following :
** the trust deed;
** the original share certificates which are issued in the names of the nominee shareholders;
** instruments of transfer of shares executed in blank;
** directors’ resolutions approving the transfer of shares (where nominee directors are appointed);
** undated letters of resignation of the nominee directors;
** irrevocable dividend mandates for payment of dividends to the beneficial owners or to an account designated by them.