The FULLSERVE Group provides quality business solutions for clients around the world. We specialize in forming, managing and administering Cyprus companies, and can arrange for the creation and management of companies in other jurisdictions via our worldwide network of affiliates and correspondents. We are able to provide corporate trustee, management, administration, and fiscal services to our clients.
Fullserve group offers clients a complete, reliable and professional service in the following areas:
- Arrange and co-ordinate, through the law office of PHC TSANGARIDES LLC, the incorporation of made-to-order or shelf-companies (a list of already registered companies and/or a list of names approved by the Registrar of Companies can be provided upon request)
- Provision of registered office address
- Provision of corporate directors and shareholders
- Company secretarial services
- Bookkeeping, VAT registration
- Company management and administration services
- Opening and administration of bank accounts
- Nominee and custodial services
- International tax planning
- International re-invoicing structures
- International trust
- Correspondence and representation services
Fullserve Group provides registered office address services, as a business address in Cyprus, where the name and certificate of incorporation of the Company are exhibited. The registered office is the address where writs, notices and other official documents can be served on the Company.
Fullserve Group provides facilities for appointing local directors. There is no legal requirement that a private company should have more than one director or that the company should have local directors. However, for a number of reasons (safeguarding the management and control of the company for tax purposes in Cyprus and the smooth running of the company here), local directors or alternates are also appointed. The above is not an obligatory scheme, but it is usually adopted by the clients. In discharging their duties, the local directors will act under the law of Cyprus but within this framework they will have to take into consideration the wishes of the beneficial owners of the shares and, in this respect, they ask for a normal “indemnity” which must be signed and returned in due course.
Every private company limited by shares may have any number of shareholders not exceeding 50. A company may have only one shareholder, who may be a natural or legal person. Any shareholder may hold the shares in trust for another person. Fullserve Group provides this services.
When we register the company in Cyprus, we use, for practical purposes, our own nominee companies from Fullserve Group. Immediately after registration, these companies either continue holding the shares as nominees for the client, or transfer the shares in the name of the client, according to the client’s wishes. In the first case the client secures his anonymity and he receives an instrument of trust, the original of the certificate of shares and a blank instrument of transfer.
The prevailing method used is for a company to employ is its representation by the Cypriot nominees. Fullserve Group can undertake this by registering their names in the articles of association and memorandum. After the incorporation of the company the nominees transfer their subscription shares to the actual shareholders by issuing instruments of transfer or the nominees continue to hold the shares on trust on behalf of the beneficial owner.
A nominee acts on behalf of the beneficial owner. At the same time the appointed nominees are not actually entitled to manage the company without the approval of the beneficial owner. Holding the shares in trust on behalf of the beneficial owner guarantees a high level of confidentiality.
The following documents are provided by the nominee to protect the security of the beneficial owner:
- The trust deed
- Undated Instruments of transfer
- Directors’ resolution approving the transfer of shares to the actual shareholder
- The original share certificates issued in the names of the nominal shareholders
- Undated letters of resignation of the nominee directors
SECRETARY OF THE COMPANY
Fullserve Group provides secretary service of the company. The Secretary‘s duties are to keep the records of the company, file Official Returns, etc. The Secretary acts under the control and instructions of the directors, keeps the company’s statutory registers and performs certain administrative functions. For practical reasons it is usual to appoint as secretary a member of, or a company controlled by, the firm establishing the company.
BANK ACCOUNTS SERVICES
Fullserve Group provides company bank accounts services. We open the company bank account, anywhere in the world. The signatories of such accounts need not necessarily be directors of the company, and we provide the service of managing he account under the instructions of the directors of the company.
AUDITORS, BOOKKEEPING AND VAT REGISTRATION SERVICES
Each company must have its auditors who will audit the accounts of the company and file the Official Returns. Accounts but must be filed in Cyprus with the relevant Authorities, by local authorized auditors. We can provide this service through our association with authorized auditors.
INTERNATIONAL TAX PLANNING
Consulting and assistance for the creation of tax effective solutions using Double Tax Treaties and other tax relevant legislation. Set up tax efficient structures with corporate entities, branches, partnerships and trusts which can access the benefits of double tax treaties.
If management and control is abroad (non-resident Directors) then the Cyprus company is not taxable in Cyprus. This type of company is mainly useful for trade purposes. It cannot benefit from any Double Tax Treaties to which Cyprus is a party and cannot obtain any Tax Certificates stating that it is resident/taxable in Cyprus.
The use of such company is necessary where access to one of Cyprus Double Tax Treaties is required or, in the case of a trading company, where a certificate from the Tax Office is required to confirm that the company is taxable in Cyprus. The net profits of such companies are subject to income tax at 10%. However there are special rules for taxation of interest and royalty income.
Dividends received by a Cyprus company are not taxable and are excluded in the tax computation of net profits but are subject to a defense tax at 20%. However, dividends received from abroad are not subject to the defense tax if the Cyprus company’s holding in the dividend payer is more than 1% and if:
Either the company paying the dividends derives its income mainly from trading activities (as opposed to investment income), or
The company paying the dividend is from a “reputable” tax jurisdiction (i.e. pays reasonable taxes).
Payment of dividends from a Cyprus company to non-resident corporate or individual shareholder is not subject to any withholding taxes i.e. Defense tax of 20%
FULLSERVE specializes in the creation and administration of trusts in Cyprus under the “International Trusts Law ’92” and in other countries and offers trustee services to large multinational corporate entities quoted on recognized stock exchanges and high net worth individuals. Trust assets held comprise of cash, bank deposits, shares, jewellery, real estate and other property. A unique combination of benefits offered by trusts is the asset protection and access to double tax treaties in addition to zero tax on income or capital.
MANAGEMENT & ADMINISTRATION
FULLSERVE’ s management and staff are highly trained and experienced in providing management services to both foreign and local clients according to their needs and requirements.
Management services, provided on a daily basis, include the following :
- Placing/receiving orders
- Opening, amending and transferring L/C’s
- Operating bank accounts
- Handling transit goods