One must firstly differentiate between regular company directors in Cyprus and nominee directors. While both types of directors can represent the company, the nominee directors if a Cyprus company are only appointed by the Ultimate Beneficiary Owner (UBO) for specific tasks, the most common being to provide an extra layer of privacy. Should the client use Cyprus nominee directors, only the name of this nominee director will be public. The nominee director will only act at the instructions of the client. Nominee services are regulated in Cyprus and only certain local professionals are able to provide this service.
Private and public companies in Cyprus must appoint directors and their number depends on the type of company. While in smaller companies the director can fulfill more tasks, large companies must typically have more individuals in the managing body of the enterprise. A private limited company in Cyprus must have at least one director who can also act as the company secretary. Public companies in Cyprus must appoint at least two directors.
Our Cypriot company formation experts can help you open a company in Cyprus and fulfill your duties as the company director.
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A director’s duties in Cyprus
There are no nationality restrictions for directors in Cyprus, however, individuals are prohibited from becoming company directors if:
– they have a bankruptcy order against them;
– they have been convicted for an offence connected to his or her activities as a company director; in this case an individual can be prohibited from occupying the same position for the next 5 years.
The appointment and removal of company directors in Cyrus must be done according to the laws of the company. Our Cypriot company formation specialists can tell you more about these procedures.
The duties of a company director in Cyprus refer to the following: fiduciary duty, the duty to excise skill and care and statutory duties. A company director must act in god faith and to the best interest of the company. This is also known as the “fiduciary duty”. He or she must also have a certain level of discretion and must avoid conflicts of interest.
The statutory duties for company directors in Cyprus derive from the Companies Law and other supporting legislation. The duties refer to disclosure of interest in contracts, fraudulent trading, the director’s report and annual return and other financial statements that need to be prepared.
A director’s liabilities in Cyprus – listed by our Cypriot company formation experts
The director of a company in Cyprus can be held liable for actions performed against the best interest of the company or for contractual breaches and other types of offences. Common types of liabilities include:
– the breach of common law duties (the fiduciary duties) and the duty of skill and care;
– the breach of statutory duties: which can result in criminal, civil or administrative liability;
– prosecution with respect to tax offences.
Our company formation representatives in Cyprus can give you more information about the director’s powers and restrictions. You can contact us if you have further questions or if you are interested in company registration in this country.