Company Formation Lawyers in Cyprus

The structure first, the filing second

In short

Shareholding, articles and the shareholders' agreement are decided before anything is filed.
The documents of the first week decide the dispute of the fifth year.
We do not sell a formation package. We design the company around what the founders actually agreed.

Kleanthous & Platis forms Cyprus companies for local and international founders, and the work begins before the name search. Who holds what percentage, and in what class of shares. What the articles say about transfers, pre-emption, and the appointment and removal of directors. Whether a shareholders' agreement is needed from the first day. Where the registered office sits and who acts as secretary.

When those questions are answered, incorporation is a short, predictable exercise. When they are not, the filing is fast and the problems are slow: most of the shareholder disputes we litigate trace back to a company formed in a hurry.

Start with the structure conversation

Tell us who is involved, what each person contributes, and what the company will do. We reply within one business day with the structure we would put in place and a fixed fee for the whole exercise. Email office@kleanthousplatis.com or call +357 22 680 330.

Before the Registrar

The decisions that are actually being taken

Formation is a filing exercise only when these are already answered.

The shareholding is the first decision and the hardest to change later. Equal partners need a deadlock mechanism before they need anything else; unequal partners need clarity on what the minority can and cannot block. Share classes matter when contributions differ: one founder brings money and the other brings work, and identical ordinary shares quietly misdescribe that bargain.

The articles of association are not a formality to be copied from the last company. They are the constitutional document a court will read first, and a template that contradicts what the founders shook hands on is a dispute waiting for its trigger. Transfers, pre-emption rights, how directors are appointed and removed, what needs a simple majority and what needs more: each of these is a choice, and silence is also a choice, usually the wrong one.

Where there are two or more unrelated founders, a shareholders' agreement belongs in the formation itself, not on the someday list. What it should contain has its own page: Shareholders' Agreements in Cyprus.

The dispute you are preventing

Formation seen from the courtroom

We litigate shareholder disputes, and that experience is the real input to how we form companies.

A fifty-fifty company with no deadlock clause. Articles that let a majority remove the founder-director who was the whole point of the venture. No valuation mechanism, so the first exit negotiation starts from nothing. Verbal understandings about dividends that the documents contradict. These are not exotic failures: they are the ordinary caseload of our shareholder disputes practice, and every one of them was preventable at formation for a fraction of what the dispute later cost.

This is why the structure conversation comes first. The point is not paperwork. The point is that the company's documents should describe the actual bargain, so that when memories diverge, the documents settle it.

After incorporation

The obligations that begin on day one

A company is a legal person with a compliance calendar of its own.

From incorporation the company must keep its statutory registers, file its annual return, maintain its registered office, and keep its beneficial ownership information current. The dates are specific: the annual return, Form HE32, is filed within 28 days of its reference date, and late filing attracts an automatic charge that grows daily, alongside the offence itself. Changes to beneficial ownership are notified within fifteen days, changes of officers within fourteen, and an annual general meeting must be held with never more than fifteen months between one and the next. Directors' duties attach immediately, not from the first trade. We hand over every new company with a plain-language note of what is due, when, and what happens if it slips.

For what the directors themselves owe the company from day one, see our articles on directors' duties.

What it costs

A fixed fee, stated before we start

The structural advice is part of the formation, not an extra.

Formation is genuinely definable work, so it carries a fixed fee, agreed in writing before anything begins, and the fee includes the structure conversation, the tailored articles, and the handover note. Where a shareholders' agreement is needed, it is scoped and priced separately and just as clearly.

Common questions

How quickly can a Cyprus company be formed?

The registration itself is measured in days once the papers are ready. What honestly sets the timetable is the structure conversation and, where founders are abroad, the collection of signatures and identification documents. We give a realistic date at the start, not an optimistic one.

I am the only founder. Do I still need all this?

The structure conversation is shorter but not empty: the articles should already provide for what happens when a second shareholder or an investor arrives, because retrofitting protections after money has come in is negotiation from weakness.

Do I need a shareholders' agreement at formation?

With two or more unrelated founders, yes, and it is cheapest and easiest to agree while relations are at their best. A single founder does not need one until a second person acquires shares.

Do my directors need to live in Cyprus?

Company law does not require it: the Companies Law imposes no residence or nationality condition on directors. The practice of appointing Cyprus-resident directors comes from tax law, where a company is tax resident where its management and control are exercised, which is assessed on the whole picture: where the board actually meets and decides, where the records live. Structuring that properly is a planning question, and it belongs to the formation conversation, not after it.

Can you act as registered office and secretary?

We arrange registered office and secretarial support as part of the formation where the client wants it, so the company's statutory housekeeping has a home from day one.

Who leads this work

Between them the partners bring more than 40 years of practice in Cyprus. Every matter is run by one of them.

Andreas Kleanthous

Partner

Litigation, personal injury and insurance claims, debt recovery, administrative law, real estate, wills and probate.

Klitos Platis

Partner

Litigation, corporate and commercial matters, property and construction, including pleadings, interim applications and trial preparation.

Written on this subject

Before instructing, send us the invoice, contract or loan documents and a short history of the debt. Kleanthous & Platis LLC, Nicosia. Telephone +357 22 680 330, office@kleanthousplatis.com or klitos@kleanthousplatis.com.

Request a consultation

Tell us briefly how we may assist

A few sentences is enough: which property, what stage the transaction has reached, and any date that matters. We reply within one business day. Please do not send confidential documents until we confirm we can act.

Request a consultation

Or write to us directly at office@kleanthousplatis.com, or call +357 22 680 330.