Every company in Cyprus needs one. This is what that concretely entails:
Every Cypriot limited liability company must have a company secretary from the date of incorporation . There is no exception for dormant companies, holding structures, or companies without employees.
There is one exception: In a private limited company with one member and one director, that director may also act as secretary. In all other cases, the secretary must be a separate person or entity.
Most foreign owners engage a professional firm, and not because the administration is complicated. Since January 1, 2026, your Cypriot company is a tax resident of Cyprus solely on the basis of its incorporation. The question is no longer whether Cyprus accepts you, but whether your home country can claim you. Your secretary is the one who compiles the file that answers this question.
Do you have questions or comments about whether you need a company secretary, or are you looking for a reliable partner?
We are happy to assist you.
Three levels. All costs are annual, excluding VAT. Executive functions are provided by recognized Cypriot service providers; we structure the agreement, select the service provider, and manage the relationship.
Yes. According to Section 171 of the Companies Act, Chapter 113, every Cypriot company must have a secretary at all times.
There is no exception for dormant, holding, or non-commercial companies. The name and address of the secretary are listed in the public electronic register of the Chamber of Commerce.
The practical consequences of its absence are immediately noticeable, not theoretical:
The role is split into what the law requires and what a foreign tax inspector wants to see. Competitors describe only the first half.
Statutory duties
Maintain the register of members and the register of directors and secretaries
Prepare and retain minutes of board meetings and general meetings
File the Annual Return (HE32) with the Registrar, together with the audited financial statements
Maintain and update the UBO register: within 90 days of incorporation, within 45 days of any change, and confirm annually between 1 October and 31 December
File statutory changes (registered office, officers, shareholdings, name) using the prescribed forms
Retain the Certificate of Incorporation and the Memorandum and Articles at the registered office
Substance duties
Convene and minute board meetings in Cyprus, or document the participation of Cyprus-resident directors
Ensure accounting books and records are physically retained in Cyprus for the statutory six years
Handle inbound and outbound correspondence with the Tax Department, Social Insurance and the Registrar
Execute powers of attorney and corporate documents on behalf of the company, within authority
Coordinate with the auditor on the annual accounts and the IR4 corporate tax return
Flag compliance risk to the board before it becomes a penalty
A secretary who only does the first list is a filing agent. A secretary who does both is evidence.
Yes, but only in a private limited company with one director. Article 171 states that a sole director may not also be the secretary, with an express exception for a limited liability company with a single member. In the case of two or more directors, no single director is a “sole director”, so one of them can fulfill the role of secretary.
This is the most misunderstood point on the Cypriot market, and at least one page currently ranking on the first page of Google claims exactly the opposite. Here is the full matrix.
An important practical caveat. Article 173 prevents one person from simultaneously fulfilling a requirement in both capacities. When a document must be signed by both a director and the secretary, the same person cannot sign twice in those two capacities. In a company with two directors, where Director 1 is also the secretary, Director 2 signs as a director.
Directors and secretaries are registered in the public electronic register of the Chamber of Commerce. The Register of Ultimate Beneficial Owners (UBO Register) is a separate register and, since January 2023 following the ruling of the Court of Justice of the EU, is no longer publicly accessible. Access is restricted to competent authorities, mandatory entities, and entities with a demonstrably legitimate interest.
Your own tax authorities obtain information about the ultimate beneficial owners via the UBO register, information exchange, and anti-money laundering legislation. Any provider promoting a nominee as a director as a way to keep your name away from a foreign tax inspector is selling you a problem, not a solution.
| Nominee director | Corporate director | Shadow director | |
|---|---|---|---|
| What it is | Natural person formally appointed, acting on documented instructions | Legal entity formally appointed to the board | Person who directs the board without being appointed |
| Filed with the Registrar | Yes | Yes | No |
| Legal status | Full director | Full director | Treated as a director for liability purposes |
| Duties owed | Full fiduciary and statutory duties | Full duties, discharged through its own officers | Full liability, no formal protection or authority |
| Substance value | Medium to high, depending on activity | Low on its own, useful in a layered structure | Negative. Evidence of artificial arrangement |
| Cost | €1,500 to €3,000/yr | €500/yr | Free until it is very expensive |
The 'shadow director' category is where owners end up when they buy a cheap straw man and subsequently run the company entirely from abroad via email.
Although the straw man's name appears in the commercial register, the decisions are demonstrably made elsewhere, and the structure documents exactly what a foreign tax authority is looking for.
Relevant information
Any questions? Feel free to ask us!
No. Chapter 113 does not impose a residency requirement on the secretary. Various Cypriot websites claim otherwise, but that is incorrect. Residency is important for another reason: a secretary who lives and works in Cyprus provides local administrative evidence, and that is precisely what a foreign tax authority is looking for. It is a substantive argument, not a legal requirement.
In Cyprus, there is no specific term. “Secretary” is the statutory term used in Chapter 113 and by the Registrar. “Corporate secretary” is the term used in Singapore, Hong Kong, and the United States for the same statutory official. Both terms refer to the official appointed pursuant to Section 171. Do not confuse these terms with an administrative assistant.
Yes. The secretary can be a natural person aged 18 or older, or a legal entity. Most foreign companies in Cyprus appoint a professional agency, which is standard practice and the usual way in which the position is filled.
Cypriot legislation does not impose qualification requirements on individuals. Companies offering commercial secretarial services are subject to the supervision of a supervisory authority: CySEC for providers of administrative services, the Cypriot Bar Association for law firms, and ICPAC for accounting firms. They are also required under Cypriot anti-money laundering legislation and must conduct a KYC (Know Your Customer) procedure for every client.
Yes. The name and address of the secretary are listed in the public electronic register of the Chamber of Commerce, together with the directors. The register of ultimate beneficial owners (UBO register) is separate and not publicly accessible; since January 2023, access has been restricted to competent authorities, mandatory entities, and demonstrable legitimate interest.
Yes, at any time by a decision of the management. The change is notified to the registrar via form HE4. We handle the transfer, including collecting the registers and the minutes book from your previous provider, for a one-time fee of €200.
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