Company Administration and Secretarial Services

We offer corporate administration and secretarial services in order to ensure that the company is compliant with all the relevant Cyprus statutory obligations.

We also provide corporate administration services for companies operating in other jurisdictions.

Our services include the following :

• Organizing facilities for directors and shareholders meetings
• Preparing minutes of directors and shareholders meetings (including the Annual General Meeting)
• Preparing documentation reflecting changes in the:
  • Memorandum and Articles of Association
  • Directors and shareholders
  • Secretary and registered office
  • Company’s name
  • Authorized and issued capital (to include allotments with premium)
• Organizing the transfer of shares
• Organizing and registering share pledges and other company charges
• Filing financial statements and annual returns with the Registrar of Companies
• Filing of all statutory returns with Registrar of Companies
• Maintaining statutory records and registers of the company
• Maintaining the common seal of the company in safe custody
• Handling correspondence with third parties and various authorities
• Arranging for the translation of documentation by certified translators
• Arranging notarization, certification and apostille authentication or legalization of incorporation documents and others
• Issuing and/or preparing specific Powers of Attorney
• Signing of contracts and other documents
• Arranging for legal opinions or other legal work where necessary
• Coordinating business processes such as audit and tax through associate accountancy firms
• Undertaking company searches and due diligence requirements
• Assisting in obtaining any necessary license for a company to perform its business activity (e.g.: investment services; portfolio management)

The above services are offered in collaboration with legal advisors experts in corporate law.

Banking Services

AlfaZeda Associates Limited maintains close working relationships with all local banks and with some of the most prominent banks in Europe, therefore we offer a wide range of bank account services to Cypriot companies, foreign corporate bodies as well as to individuals. We handle all banking matters with the outmost care and confidentiality. Our bank account services include:

• Opening and operating bank accounts with local and international banks
• Processing and executing banking instructions
• Providing internet banking facilities
• Opening deposit accounts and other investment accounts
• Providing debit and credit card facilities
• Providing bank signatories
• Arranging and providing facilities for meetings with bank officers, advocates and other professionals
• Providing translation services for most European languages in relation to banking requirements

HR Services

Our team of experienced HR professionals can assist in implementing all aspects of recruitment process including:

• Advertising open positions on behalf of our clients
• Utilizing our records and network to identify qualified individuals
• Screening and assessing potential candidates through personal interviews
• Identifying suitable candidates that meet industry requirements for the related position
• Presenting to our clients an overall evaluation of each short-listed candidate
• Advising and assisting in negotiating the salary and other terms of an Employment Agreement with the successful candidate
• Reviewing and/or preparing the Employment Agreement and all relevant documents for signature
• Advising on employment law issues (in collaboration with Laboure law legal advisors)

Mergers and Acquisitions Services

The reorganization of a company through a merger or an acquisition, is a complex legal and economic transaction which requires a diligent examination of every parameter involved, from the initiation of any negotiations to the final stage of the completion of the agreement. In any jurisdiction, industry or segment, Mergers and Acquisitions present formidable challenges and great opportunities. Our aim is to provide support by providing highly tailored services on all phases of Mergers & Acquisitions transactions, from the initial planning stage until the finalization of the deal, as well as the successful structuring of the new business

Acquiring, Merging or Selling?

• If you are looking to acquire or merge a company / business, we can assist you to identify, evaluate and assess potential target or partner companies within a chosen industry and in accordance with your criteria and requirements.
• If you are looking to sell your company / business, we aim to maximize your return by identifying and resolving any issues before the business is marketed and by presenting a uniform set of information to a range of possible investors.

What are the benefits of our approach?

• Our involvement in multiple deals across a breadth of business sectors and jurisdictions, has shown that while every acquisition or disposal process is unique, every transaction faces a common set of challenges for which we can support you with.
• Our experience allows us to provide the right level of assistance at any point of the process, to complement the skills and resources already existing within your organization.
• We offer flexible and intelligent support, enabling you to remain focused on your strategy and extracting the maximum value through an efficient acquisition, merger or disposal process, without affecting your company’s normal business activities.
• Our targeted approach allows us to customize our services in assassinating your efforts to improve returns and enhance stakeholder long-term value.

Our solutions – What can we offer?

We provide both buy-side and sell-side transaction support services as follows:

Buy-Side Services

Our approach focuses on the business processes and issues that are critical for a successful transaction, in order to deliver value and ensure success:

• Target screening and approach;
• Financial modeling and business valuation;
• Financial and tax due diligence;
• Financial restructuring;
• Negotiation support;
• Review of Sale Purchase Agreements (SPA);
• Post merger integration services.

Sell-Side Services

Our aim is to assist you in preparing for and executing, a transaction that achieves your goal for deal value, profitability and organizational realignment:

• Vendor financial due diligence;
• Vendor tax and legal due diligence;
• Preparation of Information Memorandum;
• Deal marketing;
• Deal structure development;
• Financial transaction structuring;
• Negotiation support;
• Transaction closing and post-closing support.

Mergers and Acquisitions Services

The reorganization of a company through a merger or an acquisition, is a complex legal and economic transaction which requires a diligent examination of every parameter involved, from the initiation of any negotiations to the final stage of the completion of the agreement. In any jurisdiction, industry or segment, Mergers and Acquisitions present formidable challenges and great opportunities. Our aim is to provide support by providing highly tailored services on all phases of Mergers & Acquisitions transactions, from the initial planning stage until the finalization of the deal, as well as the successful structuring of the new business

Acquiring, Merging or Selling?

• If you are looking to acquire or merge a company / business, we can assist you to identify, evaluate and assess potential target or partner companies within a chosen industry and in accordance with your criteria and requirements.
• If you are looking to sell your company / business, we aim to maximize your return by identifying and resolving any issues before the business is marketed and by presenting a uniform set of information to a range of possible investors.

What are the benefits of our approach?

• Our involvement in multiple deals across a breadth of business sectors and jurisdictions, has shown that while every acquisition or disposal process is unique, every transaction faces a common set of challenges for which we can support you with.
• Our experience allows us to provide the right level of assistance at any point of the process, to complement the skills and resources already existing within your organization.
• We offer flexible and intelligent support, enabling you to remain focused on your strategy and extracting the maximum value through an efficient acquisition, merger or disposal process, without affecting your company’s normal business activities.
• Our targeted approach allows us to customize our services in assistanting your efforts to improve returns and enhance stakeholder long-term value.

Our solutions – What can we offer?

We provide both buy-side and sell-side transaction support services as follows:

Buy-Side Services

Our approach focuses on the business processes and issues that are critical for a successful transaction, in order to deliver value and ensure success:

• Target screening and approach;
• Financial modeling and business valuation;
• Financial and tax due diligence;
• Financial restructuring;
• Negotiation support;
• Review of Sale Purchase Agreements (SPA);
• Post merger integration services.

Sell-Side Services

Our aim is to assist you in preparing for and executing, a transaction that achieves your goal for deal value, profitability and organizational realignment:

• Vendor financial due diligence;
• Vendor tax and legal due diligence;
• Preparation of Information Memorandum;
• Deal marketing;
• Deal structure development;
• Financial transaction structuring;
• Negotiation support;
• Transaction closing and post-closing support.

Cyprus Substance Solutions

Cyprus offers a very competitive tax system, including numerous benefits derived from double tax treaties and EU Directives.
Recent international court cases and the global trend of tax jurisdictions demonstrate the necessity to ensure that there is no discrepancy between the form and substance of arrangements and the importance of companies being managed and controlled from where they claim to be.
A challenge in respect of a company’s Cyprus tax residency may result in tax exposure in other jurisdictions as well as denial of double tax treaty and EU Parent-Subsidiary benefits.

Who & Why ?

A Cyprus company claiming double tax treaty benefits and having access to EU Directives needs to have sufficient substance in order to be able to benefit from those.
Cyprus tax residents can take advantage of reliefs and other benefits emanating from tax treaties signed by Cyprus with other countries. They generally are not available to Cypriot citizens or Cyprus incorporated companies that are not Cyprus tax residents.
The main purpose of a tax treaty is the avoidance of double taxation on income earned.
Other significant objectives of the tax treaties include the reduction of source country withholding rates on passive income such as interest, dividends and royalties, prevention of tax evasion on income and capital gains, tax administration cooperation, encourage cross-border trade and providing a mechanism for resolving tax disputes between the treaty countries.
Substance is an important concept of international tax planning.
Despite its importance, substance has not been addressed in double tax treaties but is used in combination with the concepts of residence and beneficial ownership. Therefore, the notion of substance in a foreign jurisdiction can be open for interpretation.
Creating sufficient substance in Cyprus is a key element in order to minimize the risk of denial of double tax treaty benefits and of a foreign tax authority seeking to challenge a company’s tax residency status and try to tax it under its own legislation.

What ?

Substance may include, but is not necessarily limited to, any of the following:

• Use of a fully fledged office as a place of business
• Employment of staff and payment of the relevant payroll taxes
• Existence of a telephone number, e-mail and fax in the name of the company
• Existence of a company website, company logo and company stationery
• Bank statements showing local expenditure
• The use of local professionals (IT support, courier services etc)
• Bank signatories being based in Cyprus
• Accounting records and other records such as agreements, contracts, invoices etc., being located in Cyprus
• Effective management and control to be exercised from Cyprus

Where ?

Cyprus

When ?

Immediately, in order to remain a step ahead from the current developments and be prepared for any challenges that may lie ahead.

How ?

Our firm can assist you with the following :

• Prepare diagnostic reviews of the tax risks (if any) arising in the current structure;
• Provide recommendations on any actions required for solving any substance deficiencies which may lead to tax leakages;
• The implementation of a new structure following the diagnostic review undertaken;
• Establish a fully fledge office and hiring employees/directors in Cyprus (including assisting in drafting the relevant employment contracts, assisting in obtaining work and residence permits and assisting in optimizing the tax and social insurance liabilities with respect to the employees and the employer);
• Provide bespoke support in relation to other services, (assistance in accounting functions, corporate administration, tax and VAT compliance, audit, financial reporting, assisting with opening and maintaining of bank accounts etc.);
• The formulation of a Corporate ID and creation of various marketing material.

Your Tax Contacts in Cyprus

Our Taxation Department is comprised of tax professionals with decades of experience in the field in Cyprus and abroad. Their in-depth understanding of tax concepts, the workings of double-tax treaties, their experience and knowledge of the Cyprus local tax legislation and its usages, their detailed comprehension of indirect tax matters in Cyprus and the EU, all position them uniquely to offer comprehensive and authoritative advice to their clients. The department’s consultants use real-world experience and technical expertise to assess, analyse and then formulate forward-thinking tax effective solutions that preempt potential short and long-term consequences, thus helping clients implement decisions that can deliver long-lasting value to their personal and businesses plans and strategies. The Tax Department and our network of associates in Cyprus and worldwide are at your disposal for more information and to advise you on the above and other tax matters.

The information contained in this Site has been written in general terms and therefore cannot be relied on to cover specific situations; application of the principles set out will depend upon the particular circumstances involved and we recommend that you obtain professional advice before acting or refraining from acting on any of the contents of this newsletter. AlfaZeda Associates Limited would be pleased to advise readers on how to apply the principles set out in this newsletter to their specific circumstances. AlfaZeda Associates Limited accepts no duty of care or liability for any loss occasioned to any person acting or refraining from action as a result of any material in this newsletter.