A UK non-resident Company is effectively a UK Company that has transferred its tax residence from the UK to Cyprus via a Branch in Cyprus (under Section 347 of the Cyprus Companies Law).
A registration certificate of the UK Company is submitted to the Income Tax Office in Cyprus in order to register the Branch and get a TIC Registration (Tax Identification Code) and Taxisnet registration.
Once the Branch obtains the TIC number, all relevant documents are submitted to the HMRC (Her Majesty's Revenue & Customs) and a tax Clearance Form is issued.
By registering the Branch of a UK Company in Cyprus its world-wide income will be taxed in the same manner as if the company was a Cyprus registered company. This means that the UK Company will be liable to 12.5 % corporate tax on its net world-wide income.
In order to obtain the benefit of this tax regime it is essential that the UK Company’s business is genuinely managed and controlled from Cyprus, and that its place of effective management is in Cyprus. ‘Control’ for the purposes of deciding whether a UK company is managed and controlled from Cyprus does not mean control of the company through voting rights but control of the company’s business. Therefore one must look at where control is vested, and this will normally be in the hands of the directors.
Based on the above, in order to establish a Cyprus based 'Management and Control' of the company, the following conditions must be satisfied:
Articles of Association
The Articles of Association of a UK-nonresident company has specific clauses that differentiate from a UK company Articles of Association.
Specifically the differentiate clauses are: