The Cyprus legal and regulatory framework governing the establishment of Foundations, Associations and Clubs was substantially revised in 2017, and further amended in 2018 and 2019. Subject to the provisions of Law 104(I)/2017 as amended (“Law”), each person has the right to establish and to participate in a Foundation, Association or Club. A Foundation, Association or Club acquire legal personality from the date of their registration in the relevant Register and the issuance of the respective Certificate of Registration by the Commissioner in accordance with the Law.
To register a Club a written application is submitted to the Commissioner by the Founders or Board members of the Club. The application must be accompanied by the founding act, names, addresses and contact details of the Board members, articles of association dated and executed by the founding members, emblem (if any) of the Club and description of the movable and/or immovable property that will be held and/or transferred to the Club following its registration. The Commissioner subsequently proceeds the soonest possible with assessment of the application and, provided it is satisfied that the terms and conditions under the Law and the applicable regulations are satisfied, it approves the application, registers the Club in the Register - upon payment of the relevant fee - and issues the respective Certificate of Registration accordingly.
To register a foundation a written application, by the founders or trustees of a trust or executors of a will, is submitted along with the founding act, articles of association – which state in detail the method of operation of the Foundation, names and addresses of the Board members, method of succession, and provision according to which no remuneration of any kind will be offered for services provided by any founding member or Board member. The Commissioner subsequently proceeds the soonest possible with assessment of the application and, provided it is satisfied that the purpose or operation of the Foundation is not illegal in accordance with Article 4 of the Law, it registers the Foundation in the Register and issues the respective Certificate of Registration accordingly.
A Foundation can be registered if it has as its basic purpose the achievement of one or more of the following aims:
An Association can be registered by three or more local or foreign Clubs, Foundations Non-Governmental Organisations or other similar not-for-profit legal entities, that share common purposes, subject to the legal and regulatory framework that governs them, and provided that their articles of association stipulate that Cyprus law governs their operation.
A Charitable Organisation can be registered as a Company Limited by Guarantee, pursuant to the Cyprus Companies Law CAP 113, as amended. Its memorandum of association must explicitly state that the company is not-for-profit. Such company is registered upon satisfaction of the Council of Ministers that it is to be established as a not-for-profit company to promote trade, art, science, religion, charity or any other beneficial purpose, that it intends to apply its profits or income in promoting such objects, and that it will prohibit any payment of dividends to its members. Upon authorisation of the Council of Ministers such organisation can be registered as a limited liability company, having the respective obligations, albeit without the addition of the word Limited to its name.
We advise our clients on the most appropriate corporate structure and governance for the purpose of their particular enterprise. We establish companies, partnerships, collective investment vehicles, trusts, foundations and charities, and assist with maintenance throughout their business cycle.
Please do not hesitate to contact us if you require any related advice or support.