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Provision of Local Directors:
Registering a Cyprus Company, is not automatically render the Company into a Cyprus Tax Resident. That is why we are here!
What is most important about the appointment of a Nominee Director (physical person or entity) is that such appointment can relate directly to the Tax Residency status of the Company in Cyprus.
If you, for any reason require that you will be appointed directly as a Director or any other person of your trust will be, then it is important to note that the Director must be a resident of Cyprus if you want to have your company qualified under the prestigious tax regime in Cyprus. If not then, there is a great chance that the company will be paying taxes in the Country in which its business is carried out or in the country of residency of the Beneficial Owner thus losing all relevant tax benefits.
So the decision is quite simple! We can help with qualifying and staying qualified as a Tax Resident in Cyprus by appointing a local Nominee Director for you who will be under full confidentiality thus achieving your tax optimisation scheme. It is important to note that for a company to be a Tax Resident in Cyprus, it is crucial to be able to prove -among many other factors- that all board decisions and all meetings are made in Cyprus. This is also known as ‘’management & control’’ of the Company which is probably the major among other factors to be considered (including the issuance of General Powers of Attorney which must be avoided) before the Company can be issued with a Certificate by the Cyprus Tax Office.
It is also good to know that the records of the Registrar of Companies in Cyprus are available for inspection by anyone upon the payment small fee through the Cyprus Registrar of Companies. The Company Director, Secretary and Shareholder of a company is also freely available at the Registrars website by any visitor.
By engaging our services you do not only secure full confidentiality from records available to the public and worldwide but also you secure to the highest degree possible (provided that all other requirements are met) the management and control required for the Company to maintain its Tax Residency in Cyprus while the Nominee Director will be solely acting on your instructions or the instructions of your authorised representative and whom you will be able to resign and replace at any given time.
Provision of Company Secretarial and Coordination of Board Activities/ Statutory Compliance:
A company Secretary is perhaps the most senior administrative officer of a limited liability company, whose role is to make sure and ensure that the company is compliant with all statutory and other requirements. It is important to know that your business is taken care of properly since the role of a company Secretary has always been very specialised. From providing access to company’s’ records and registers, maintenance of the minutes books, and preparing and filling of the accounts with the local registry to routine changes by submitting all changes to the Cyprus Registrar of Companies we are here to support you.
The need to maintain and document compliance with statutory corporate obligations is obvious that is why Adamante is professionally equipped to take over this overwhelming burden away from you and thus make the process as simple as possible thus allowing the yourself if a Directors, to focus on running the business.
Provision of Nominee Shareholder(s)
Confidentiality is probably the key word for appointing a Nominee Shareholder. The question is,
‘’Why do I need a Nominee Shareholder?’’
The answer is quite straightforward. A Nominee Shareholder will be holding the shares of the company, on trust, and on your behalf thus protecting your (as the beneficial Owner) identity by maintaining anonymity for various commercial or other personal reasons that you require to keep your investment private. Although the role of the Shareholder is just formal, save for the powers defined in the M&A of the Company and attributed to the shareholder(s) including but not restricted to the increase or decrease the capital, issuance of new shares and winding up the Company, a Shareholder (whether actual or nominee) is required for the formation of a Private Limited Liability Company. Our Nominee Shareholder is of full trust and complete confidentiality and will sign with and for you a Declaration of Trust declaring that the shares are held on trust for your benefit and that any decisions pertaining the shareholders powers including any share disposal will be subject to your written instructions, while all terms governing the trust relationship will be explicitly defined in the terms and conditions/ Nominee Agreement to be signed between you and the Nominee Shareholder.
‘’But what happens with the dividends payable to me if there is a nominee shareholder?’’
The answer is simple: It’s worth making clear that the nominee shareholder does not own and thus may have no claim or benefit from the shares held on trust. And since you are clearly and as per the Declaration of Trust the UBO of the Company and consequently of the shares, the payment of dividends will be made into your personal Bank Account at any given time.