A duty, not an option
Every Cyprus company must have a company secretary. The duty applies regardless of size, type and number of shareholders, and it bites at formation: the registrar does not incorporate a company in which nobody is named.
Since 18 December 2018 there is an additional rule: exactly one, at any time. Not two, not none.
The exception that hangs on a condition
This is where it is most often read wrongly.
The principle: a sole director may not also be secretary.
The exception: in a limited liability company that has exactly one shareholder, the sole director may also be secretary.
One presentation additionally describes that with two or more directors one of them may be secretary as long as another director stays independent of that role. That sits in tension with the version of the principle other sources give, and we do not present it as settled.
Who can hold the office
For private companies the law requires, according to the sources we checked, no qualification:
- of full age, so at least 18
- appointed by the directors
- a legal person is also permitted
The last of these is the usual route when a law firm or trustee supplies the role. That is convenient and changes nothing about the responsibility: missed filings hit the company, not the provider.
What the role means in practice
The tasks sound small, and the sanctions that can hit a company hang on them:
- keeping the statutory registers, for instance of shareholders and directors
- filing the annual return HE32 with the registrar
- recording the directors’ resolutions properly
The HE32 is the point with the sharpest consequence. If it is not filed, late filing fees run, and the registrar can strike the company off the register under Article 327 of the Companies Law. Details in the guide to the HE32.
That a dormant company is not exempt from this is in the guide to the dormant company.
What we could not substantiate
- The section references. Article 171 is quoted for the appointment and Article 192 for notification to the registrar; one source quotes 192 for the appointment itself. We therefore name the substance and not the numbers.
- Personal liability of the secretary. The sources describe sanctions against the company but no separate liability regime for the person in office.
- The variant with two or more directors. One source describes it; it sits in tension with the principle as others give it.
If you are taking on a co-shareholder or want to hold the role yourself, it is worth asking somebody who answers for it: Cyprus setup from one place.
Bookkeeping: what the filings depend on
The secretary files what must have come into existence beforehand. The annual return hangs on the annual accounts, and those hang on the running books.
In Volk Accountant the figures arise from the invoices and receipts that occur anyway, and the reports supply what the accounts need. Anyone holding several companies sees them side by side under companies, and the provider gets the same position through the accountant portal, without sending files.
What formation costs in total is in the guide to the cost of a Cyprus company.