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Showing posts with label Company Law. Show all posts
Showing posts with label Company Law. Show all posts

Tuesday, 29 September 2009

Προστασία Μειοψηφίας σε Εταιρείες Περιορισμένης Ευθύνης


ΠΡΟΣΤΑΣΙΑ ΜΕΙΟΨΗΦΙΑΣ
ΣΕ ΕΤΑΙΡΕΙΕΣ ΠΕΡΙΟΡΙΣΜΕΝΗΣ ΕΥΘΥΝΗΣ

Όπως είναι γνωστό, οι εταιρείες περιορισμένης ευθύνης διοικούνται μέσω δύο οργάνων τα οποία ασκούν και όλες τις διαθέσιμες εξουσίες μίας εταιρείας: τη γενική συνέλευση των μετόχων και το διοικητικό συμβούλιο. Κατά κανόνα και στα δύο όργανα ισχύει η αρχή της πλειοψηφίας. Με άλλα λόγια όταν συγκεντρωθεί ο απαραίτητος αριθμός ψήφων, δημιουργηθεί πλειοψηφία και ληφθεί απόφαση πάνω σε οποιοδήποτε θέμα, η μειοψηφία υποχρεούται να ακολουθήσει και να υλοποιήσει τις αποφάσεις της πλειοψηφίας.


Saturday, 30 May 2009

Ενέργειες καθ' υπέρβαση του καταστατικού εταιρείας



Φιλελεύθερος 24/05/09
Υπέρβαση εξουσίας από εταιρεία
Του Γιώργου Κουκούνη Δικηγόρου στη Λάρνακα

ΚΑΘΗΜΕΡΙΝΑ το κοινό συναλλάσσεται με εταιρείες και συνάπτει σοβαρές συμφωνίες, χωρίς ωστόσο να μεριμνά ώστε να πληροφορείται κατά πόσο η εταιρεία έχει την ικανότητα να διεξάγει τις συγκεκριμένες δραστηριότητες και αν ο σύμβουλος της εταιρείας έχει την εξουσία να συνάψει τη συγκεκριμένη συναλλαγή. Μόνο σε μερικές περιπτώσεις επιδεικνύεται ενδιαφέρον για ενημέρωση και λήψη από την εταιρεία των απαραίτητων στοιχείων, όπως είναι το ιδρυτικό έγγραφο, το καταστατικό, πιστοποιητικά που αναγράφουν τους συμβούλους, το γραμματέα και τυχόν επιβαρύνσεις της εταιρείας.

Tuesday, 25 November 2008

Shelf Companies or Ready Made Companies

A shelf company is a business entity that was pre-registered. These companies have no assets or liabilities and have never conducted business as they were registered with the sole purpose of being sold. Our law firm supplies all shelf companies with a guarantee of having no assets or liabilities and never having conducted business.

A shelf company is the fastest way of getting a business up and running. We can appoint the new directors within a day, enabling you to open a bank account and to start trading almost immediately. Currently there is a delay of 2 to 4 weeks in the setting up of a new company therefore a shelf company is a viable and sensible alternative.

We offer shelf companies in any jurisdiction including: Cyprus, Belize, BVI, Cayman Islands, Isle of Man, Seychelles, TCI, Dellaware etc.

TO ORDER OR INQUIRE ABOUT SHELF COMPANIES CLICK HERE

Tax Residency in Cyprus

A key factor for successful tax planning using a Cyprus company is to show that the company is tax resident in Cyprus.

According to Cyprus tax law, a Cyprus company must be managed and controlled from Cyprus in order to be considered as tax resident in Cyprus and enjoy the advantages of our tax system (10% corporation tax). Thus it is necessary that the majority of the Board of Directors to stay and work in Cyprus. For foreign clients this is achieved by appointing 2 nominee directors in the Board of Directors and management and control is fully evidenced by supporting minutes and other documentation depending on the facts of each case.

Another important consideration is the opening a bank account in Cyprus. We strongly advice our clients to open a company’s bank account with a Cyprus bank.

As soon as the company is registered the company’s accountant files an application to register the company with the Inland Revenue (Tax Office) so that the company gets a tax identification number. In addition, the accountant and the lawyer of the company confirm to the Inland Revenue that the company is managed and controlled from Cyprus so that the Inland Revenue issues what is called “tax residence certificate”. From then on the company has to file every year accounts with the Inland Revenue and pay tax in Cyprus if it makes taxable profits.

Why Cyprus? Benefits of the Cyprus Offshore Company

Why Cyprus? Benefits of the Cyprus Offshore Company.

Cyprus Offshore Companies offer many competitive advantages when compared with other offshore business centres that make them extremely attractive to serious potential investors that are looking for a stable tax planning regime and a way to minimise tax exposure.

The term Cyprus Offshore Company may be misleading these days. Following changes in the domestic laws in 2003 the term Cyprus Offshore Company was replaced with the term Internatinal Business Company or IBC. So when someone refers to a Cyprus International Business Company in essence he refers to the business vehicle that was known for decades as the Cyprus Offshore Company.

In this article when we say Cyprus Offshore Company we mean the Cyprus Internatinal Business Company and vice versa.

The Cyprus International Business Company has the same characteristics as the Cyprus Offshore Company with the added advantage that Cyprus is now member of the European Union.

The Cyprus Offshore Company enjoys the lowest tax in the European Union. The standard corporate tax for a Cyprus Offshore Company is 10% (0% for shipping companies, 4.25% for maritime management companies). This should not be compared with other offshore companies in offshore jurisdictions like Belize, BVI or Seychelles because they are there for a different purpose. The corporate of a Cyprus Offshore Company should be compared with corporate tax in other European Union countries like Greece (40%), Germany (40%) , United Kingdom etc. The only comparable jurisdiction in the European Union is that of Ireland but Cyprus has so many other advantages that outnumber the low corporate tax of Ireland.

The tax system is planned in such a way to encourage foreign investment. So we are talking about an investor friendly tax regime which offers the Cyprus IBC the advantage to operate in stable and secure environment with no surprises, sudden changes in government economic policy etc.

The Cyprus Offshore Company pays no tax on profit from trading in securities. Thus if the company trades in the stock exchange of any country and makes profit, that profit is tax free.

The foreign beneficial owners of Cyprus Offshore Companies, Cyprus Branches and Partnerships are not liable to additional tax on dividends or profits over and above the amount paid or payable by the respective legal entities.

The profit made out of by a Cyprus Offshore Company outside Cyprus is not taxable. For example if a Cyprus Offshore Company operates in Russia and makes profit from its business that profit will not be taxed in Cyprus.

The Cyprus Offshore Company has the great advantage of being surrounded by an impressive network of Double Tax Treaties that were signed by the Republic of Cyprus. The list is available here. There is no other international business center that has this many Double Tax Treaties with other countries.

The Cyprus tax law is in line with the European Union tax directives. A Cyprus Offshore Company is in essense a European company with all the advantages this entails.

The Cyprus Offshore Company may merge with any other company, be the object of a take-over or reorganization withhin groups without tax consequence.

Unilateral tax-relief is granted to all Cyprus companies including Cyprus Offshore Companies for foreign tax suffered irrespective of the absence of a double tax treaty.

Tax losses suffered by a Cyprus Offshore Company are carried forward indefinitely and can also be surrendered as group relief.

Last but not least Cyprus has highly qualified personnel an excellent banking system and the perfect environment for a foreign business to flourish.

So it is no wonder that todate there are in Cyprus over 120,000 companies most of which are Cyprus Offshore Companies operated by foreign investors primarily coming from Russia and Europe

Sunday, 19 October 2008

What is the Cyprus company?

http://www.cypruscompaniesportal.com/ is a Cyprus company law information portal.

It is the first website that shares information and insights about the way Cyprus companies work. The http://www.cypruscompaniesportal.com/ is primarily targeted to the foreign visitor /investor but it can prove a beneficial information tool for locals as well.

More specifically here you will find information relating to:

  1. Cyprus company law, types of companies and methods of formation
  2. Cyprus international business companies (previously known as Cyprus offshore companies)
  3. Ready – made or shelf companies
  4. Cyprus’s tax system and international tax planning
  5. The concept of nominee directors, nominee shareholders, trust agreements and anonymity
  6. The concept of holding companies with reference to Cyprus Holding Companies
    Opening of bank accounts
    Administering and managing a company

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