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Company Secretary Cyprus

Every company in Cyprus needs a secretary. 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.

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Do you have questions or comments about whether you need a company secretary, or are you looking for a reliable partner?

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Our "executive services"

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.

Corporate Director

Cypriot legal entity appointed to your board
500 per year
  • Appointment (HE3 / HE4)
  • Directors' agreement with powers
  • Signed statutory decrees
  • Board meetings in Cyprus minuted
  • Can be deployed as an authorized representative at the bank
  • Reviews and approves material decisions
  • Point of contact for the Cypriot tax authorities
  • Weight of a tiebreaker under tax treaty: Low

Resident Director

A natural person residing in Cyprus, non-executive
1500 per year
  • Appointment (HE3 / HE4)
  • Directors' agreement with powers
  • Signed statutory decrees
  • Board meetings in Cyprus minuted
  • Can be deployed as an authorized representative at the bank
  • Reviews and approves material decisions
  • Point of contact for the Cypriot tax authorities
  • Weight of a tiebreaker under tax treaty: Average

Executive Director

A natural person residing in Cyprus who actively chairs and decides
3000 per year
  • Appointment (HE3 / HE4)
  • Directors' agreement with powers
  • Signed statutory decrees
  • Board meetings in Cyprus minuted
  • Can be deployed as an authorized representative at the bank
  • Reviews and approves material decisions
  • Point of contact for the Cypriot tax authorities
  • Weight of a tiebreaker under tax treaty: High

Is a company secretary mandatory in Cyprus?

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:

  • No proof of good reputation. Banks, payment institutions, and foreign registers require this. It cannot be issued as long as the company's management file is incomplete.
  • Blocked submissions. The HE32 form must be signed by a director or the secretary. Without a secretary, there is no proper submission chain.
  • Escalating procedure for deregistration. Persistent non-compliance leads to the Chamber of Commerce warning procedure and ultimately to deregistration pursuant to Article 327 of Chapter 113.
  • Liability of directors. Directors and the secretary are jointly responsible for submitting the company details to the Chamber of Commerce.

What a company secretary actually does

The role is split into what the law requires and what a foreign tax inspector wants to see. Competitors describe only the first half.

Legal obligations:

  • Maintain the register of members and the register of directors and secretaries
  • Drafting and keeping minutes of board meetings and general meetings
  • Submit the annual return (HE32) together with the audited annual accounts to the Chamber of Commerce
  • Maintain and update the register of ultimate beneficial owners: within 90 days of incorporation, within 45 days of any change, and confirm annually between 1 October and 31 December
  • Submit statutory amendments (registered office, officers, shareholding, name) using the prescribed forms
  • Keep the deed of incorporation and the articles of association at the registered office

Substantive obligations:

  • Convening and taking minutes of board meetings in Cyprus, or documenting the participation of directors residing in Cyprus.
  • Ensure that the accounting records and documents are physically kept in Cyprus for the legally prescribed six years.
  • Handling incoming and outgoing correspondence with the Tax and Customs Administration,
  • the Social Security Administration and the Chamber of Commerce.
  • Executing powers of attorney and drafting business documents on behalf of the company, within the scope of authority.
  • Coordinating with the accountant regarding the annual accounts and the IR4 corporate income tax return.
  • Signaling compliance risks to the Board of Directors before they lead to a fine.
  • A secretary who handles only the first list is an administrative assistant. A secretary who performs both tasks is a evidence officer.

Can a director also be the company secretary?

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 may 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 note: 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 director.

2. The appointment is public, the ownership is not.

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.

3. A nominee offers no protection against your own tax authorities.

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.

Relevant information

Frequently asked questions about corporate secretaries in Cyprus

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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