Legal Framework for International Business

Companies
International businesses can register in Cyprus as limited companies.
Limited companies are companies with share capital, and the liability of their shareholders in
case of winding up, is limited to the nominal value of the shares they hold. The letter "LTD",
which stands for "Limited", appears at the end of their name - for example "Aliera LTD".
Limited companies can be owned by a small number of investors in which case they are
"private" or their shares can be registered on the stock exchange and therefore available to the
public, i.e. "public companies".
A private limited company
A private limited company means a company which by its Articles:

• Prohibits an invitation to the public to subscribe for its shares or debentures.

• Limits the number of its member to 50.
• Restricts the right to transfer its shares and prohibits the issue of bearer shares.
Liability of shareholders
The liability of the members of an International business company is limited to the nominal
value of the shares they own.
Memorandum and Articles of Association
A memorandum and articles of association must be drafted and printed.
The memorandum defines the company's powers, particularly regarding it's dealings with it's
external environment.
The articles of association set out the rules governing the company's internal affairs, such as
meetings and voting rights.
Income and place of activities
The income of the company can be derived from Cyprus or anywhere in the world. However, the
management, control and administration of the company has to be from Cyprus.

Registrar of Companies requirements

Statutory documents regarding the following matters must be filed at the Registra's office and are
available for public inspection:
• Directors
• Secretary
• Shareholders
• Registered address
• Audited Financial Statements
 • Alteration of Articles and Memorandum of Association
• Alteration of the name of the company
• Increase of capital
• Allotment of shares
• Particulars of charges and mortgages
• Annual return stating the directors, sharholders, secretery and registrered address.
Statutory books
The following registers and books must be kept at the registered office address:

• Register of directors and secretary

• Register of members /shareholders
• Minute book of general meetings and directors' meetings
• Register of all specific and floating charges on the undertaking or any property of the
company
• Register of directors share holdings
• Register of debenture holders
Proper accounting books must be kept and financial statements in accordance with IFRS's &
IAS's must be prepared and audited by qualified accountants.
Exchange control
International business companies as well as their expatriate employees are exempt from
exchange control.
Prohibition of money laundering activity
Strict anti-money laundering provisions apply to international business companies under the
Prevention and Suppression of Money Laundering Activities Law.

http://www.businesslink.gov.uk/bdotg/action/detail?
type=RESOURCES&itemId=1077793236

International trade in services

Legal issues for international services

Different business cultures, legal environments and even languages increase the risk of confusion when you
trade internationally. It's important to have a clear contract.

With trade in goods, attention often focuses on responsibilities for delivery, set out using internationally
recognised Incoterms. Other issues, such as what is being supplied, are usually relatively straightforward.
For trade in services, it's almost the opposite. It can be difficult to specify exactly what services are to be
provided, to what standards. It can be helpful to focus on what the desired outcomes are - ie what the
service should achieve. This can be part of a service level agreement in the contract. See our guide on how
to manage overseas suppliers.

There are other important legal issues to consider:

• The location of supplier and customer can vary, affecting which country's regulations apply. See the
page in this guide on delivering services internationally.

• You need to sort out payment issues such as choice of currency and protection against the risk of non-
payment. See the page in this guide on payment for international trade in services.

• You may need to take action to protect your intellectual property in other countries. See the page in
this guide on international services and intellectual property.