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Cyprus Companies Law (Cap. 113): What Companies Must Know in 2026
Last updated: 12 February 2026 | Published on: 11 February 2026By Mark Gracin
The Cyprus Companies Law (Cap. 113) provides the foundation for corporate law in Cyprus. It governs various company structures, excluding partnership firms, which fall under a separate legislation. Whether you are a foreign investor or a domestic entrepreneur, complying with this legislation is essential for maintaining good standing.
Significance of the Cyprus Companies Law
Cyprus Companies Law regulates a company’s incorporation, management, and winding-up procedures. It combines international business standards with local commercial needs, fostering an ideal environment for domestic and overseas businesses.
Inspired by the UK Companies Act 1948, this law reflects the country’s long-standing ties to British legal traditions. Post its independence, the framework was codified as Cap. 113, and is the primary statute for corporate life.
The Department of Registrar of Companies and the Intellectual Property (DRCIP) serve as the principal regulatory bodies under this Act. They enforce compliance, track statutory filings, and oversee corporate records.
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What Does the Cyprus Companies Law (Cap. 113) Govern?
A broad legislation, the Cyprus Companies Law (Cap. 113), regulates several key aspects. Corporations and business people in Cyprus must refer to it at the time of:
Applying for company formation in Cyprus
Reserving or changing the company name
Adding shareholders’ information to the Memorandum of Association (MoA)
Drafting or amending charter documents, such as the Memorandum and Articles of Association (MoA and AoA)
Making changes to the officials’ registers
Altering the liability of members
Forming legal contracts that contribute to the company’s growth
Increasing or decreasing the share capital
Converting shares into stock
Updating shareholders’ information
Alloting shares and debentures
Issuing shares at a discount
Subscribing, acquiring, and holding shares through a subsidiary
Holding own shares
Receiving premiums by allotting shares
Acquiring assets
Prospectus drafting and publishing
Appointing a provisional liquidator
Winding up
What are the Key Legal Requirements Under the Cyprus Companies Law (Cap. 113)?
The legal requirements for companies in Cyprus under the Cyprus Companies Law (Cap. 113) are discussed below. Please note that most of these rules apply to all structures, with a few exceptions.
Incorporation Requirements
Here are some considerations companies must address when pursuing incorporation.
As per Section 4, the MoA must include the names of the subscribers, the objects, the liabilities, and the share capital. A company’s name requires a proper suffix, such as ‘Ltd.’ or ‘Public Ltd.’, based on its structure. The MoA is deemed void without Registrar approval.
Section 17 requires AoA and a statutory declaration of compliance confirming all the Cap. 113 requirements are satisfied.
Under Section 18, a company cannot engage in permitted activities until it secures this certificate.
As per Section 15A, contracts entered into before the incorporation of the company become legally effective only after its registration.
Section 192 requires companies to file details of directors and secretaries with the Registrar.
Notifying the Registrar of a registered office address in Cyprus is compulsory under Section 102.
Under Section 17 (2), a licensed advocate of the Supreme Court of Cyprus must provide a formal declaration confirming that the company meets all compliance requirements.
Documents Required for Registration
All eligible companies must provide the following documents to the Registrar for incorporation:
Memorandum of Association
Articles of Association
Details of a director and a secretary of the company
Address proof of the registered office
Any alteration to these particulars must be filed within the prescribed period. Failure to do so places the company in statutory default.
Use of Company Name
Section 365 requires the company’s full registered name to appear on:
Business letters
Notices
Bills of exchange
Invoices and official publications
Name Change (Apply to All Company Types)
As per Section 19, a name change is not possible unless the company passes a special resolution and secures the approval from the Registrar.
Moreover, it has 6 weeks from the date of receiving the order from the council to change the name. The company must change the name within this period. Failing to comply can result in a daily monetary penalty of 42 Euros. The ongoing legal proceeding or criminal charge can deter the company from changing its name.
Members’ Obligations
According to Section 33 of Cap.113, members must act within the powers conferred by the company’s charter. This requirement applies to all companies governed by the legislation.
However, for a company limited by guarantee, members must contribute the guaranteed amount upon winding up, as mandated under Section 91.
Directors: Appointment, Change, and Termination
All companies governed by the legislation must appoint at least one director in accordance with Section 170. Additionally, Section 192 requires companies to notify the Registrar of any appointment, resignation, or removal of a director within 14 days, or face statutory penalties.
Appointment of Secretary
The appointment of a secretary is mandatory for all companies in accordance with Section 171. The secretary is responsible for maintaining statutory records and ensuring the timely filing of required documents to maintain compliance with the legislation.
Compulsory Winding Up by the Court (Section 211 read with Sections 212–225)
Under Section 211, the court may order the winding up of a company on relevant statutory grounds, such as:
The company has passed a special resolution for winding up.
The company is unable to pay its debts.
The company has defaulted in filing statutory returns.
The court considers it just and equitable to wind up the company.
Company Structures Covered Under the Cyprus Companies Law (Cap. 113)
The company structures regulated under the Cyprus Companies Law (Cap. 113) include:
Private company: A private company limited by shares is a popular option for domestic and foreign entrepreneurs due to the ease of formation and streamlined compliance. It can be a single-member company.
Public company: This structure is an obvious choice for global companies seeking capital, whether for expansion, diversification, or both.
Company Limited by Guarantee: It is a popular vehicle for charitable entities.
Company Limited by Shares: This entity limits its members’ liabilities to the unpaid amount on shares.
Branch office: A popular structure for foreign companies seeking to advance their growth in cross-border markets.
Unlimited Company: Easy to incorporate with a single member and a director, this structure poses unlimited liability for members.
Corporate Structures and their Legal Differences under Cap. 113
Company Structure
Key Distinctions
Company Limited by Shares
No minimum capital required for incorporation.
Can allot the shares but requires Registrar’s approval.
Company Limited by Guarantee
Requires members’ guarantee to pay an assured amount during winding up.
Requires at least one member (not a shareholder) and one director.
Private Company
It can be incorporated with a minimum share capital of 1 Euro, 1 director, and 1 shareholder.
Cannot appoint more than 50 shareholders.
Section 29 prohibits it from inviting the public to buy shares.
Must hold annual meetings and submit annual returns.
Section 52 governs the allotment of shares.
Public Company
Under section 4, it requires a minimum issued share capital of 25,629 Euros.
Can offer shares to the public.
Must have at least seven shareholders at the time of company incorporation.
No cap on the number of members.
Section 52 prohibits the issuance of shares at a discount.
Unlimited Company
Members have no limit on their liability for the company's debts.
Less common due to the personal risk involved.
Foreign / Overseas Company (Branch)
No capital requirement.
Requires at least one director and an auditor.
The parent company is liable for its debts.
How Can BSW Help?
The Cyprus Companies Law serves as a beacon for companies seeking a predictable legal environment and the prevention of unfair business practices. As adherence to this law is essential to ensure compliance, Business Setup Worldwide (BSW) can help avoid penalties.
Among the top-rated service providers specializing in offshore company formation, tax planning, and compliance management, we can offer a clear pathway to success. Be it maintaining a global presence or complying with local laws, our expertise in offshore legal guidance is second to none. Contact us today to book a free consultation!
Mark Gracin is an adept professional with eight years of expertise in
writing and researching offshore company formation and banking
services. Through his blogs, he shares in-depth insights, helping
businesses and individuals make informed decisions in the realm of
offshore corporate structures and banking services.
Frequently Asked Questions
1. Can a company limited by shares change paid-up shares into stock and vice versa?
Yes, Section 60 of the Cyprus Companies Law allows such companies to do so, provided the AoA permits this arrangement.
2. Can a charitable entity hold immovable property in Cyprus?
Yes, as per Section 16, such entities can hold immovable property in Cyprus, provided it is not used for commercial purposes or personal gains.
3. Is it possible for companies to alter the share capital?
Yes, as per Section 60, companies can do so, provided the AoA allows that.
4. How to appoint an auditor as per the Cyprus Company Law?
As per Section 153, companies must first pass the resolution at a general meeting and notify the Registrar of the appointment.
5. What are the statutory obligations of directors under Cap 113?
Directors are responsible for ensuring timely filings, accurate disclosures, and compliance with the Act; failure to do so may result in personal liability and statutory fines under multiple provisions of the Law.
