Cyprus Nominee Director
& Company Secretary
Keep the beneficial owner's name off the public register with a Cyprus-resident nominee director — and meet the statutory obligation to maintain a company secretary under Cyprus Companies Law, Cap. 113. Both services are delivered by licensed Cyprus professionals.
Legal
EU-recognised nominee arrangement
Cap. 113
Statutory secretary required by law
UBO
Regulatory disclosure still required
Instant
Nominee removal via undated letter
Written by Renato Giurea, founder of CyPRO One · Updated 20 August 2026
Regulated work described on this page is carried out by licensed Cyprus partners.
What Is a Nominee Director?
Under the Cyprus Companies Law, Cap. 113, the names and details of all directors of a Cyprus private limited company (LTD) are filed with the Registrar of Companies and appear on the publicly searchable register. For beneficial owners who prefer not to appear on that public record — for personal security, business confidentiality, or other legitimate reasons — a nominee director provides a lawful and professionally structured solution.
A nominee director is a Cyprus-resident individual or corporate entity who appears on the public register as the company's director. The nominee has no operational authority, no signing power over company bank accounts, and no economic interest in the company. Their role is strictly formal and administrative.
The beneficial owner retains full practical and economic control of the company through a package of legally binding documents prepared by a licensed Cyprus Bar Association lawyer.
When Is a Nominee Director Used?
Privacy on Public Register
Under the Cyprus Companies Law (Cap. 113), all directors are publicly filed with the Registrar of Companies. A nominee director puts a Cyprus-resident professional on that public record instead of the beneficial owner.
Local Substance & Banking
Cyprus banks and financial institutions often require — or strongly prefer — a locally resident director. A nominee director satisfies this requirement and can facilitate the bank account opening process.
Tax Treaty Substance
Companies seeking to use Cyprus's network of 60+ double tax treaties may need to demonstrate local management and control. A professional resident nominee director contributes to establishing that Cyprus nexus.
Speed of Incorporation
CyPRO One works with pre-vetted, KYC-cleared nominees. A nominee director can be placed on the company at the time of incorporation with no additional verification delay.
Legal Safeguards for the Beneficial Owner
All nominee director arrangements coordinated by CyPRO One are prepared by a licensed Cyprus Bar Association lawyer and include the following binding documents:
- Deed of Appointment — limits the nominee's authority strictly to formal, administrative acts; no operational decisions
- Power of Attorney — grants the beneficial owner (or a designated signatory) full authority to act on behalf of the company
- Undated Resignation Letter — held by the beneficial owner; allows the nominee to be removed instantly by simply dating and filing it
- Board Resolutions — confirm that all substantive decisions are taken by or on the instruction of the beneficial owner
UBO Disclosure: What You Need to Know
Cyprus maintains a Register of Ultimate Beneficial Owners (UBOs) under the Prevention and Suppression of Money Laundering Activities Law, implementing the EU's 4th and 5th Anti-Money Laundering Directives. Every Cyprus company is legally required to identify and register the natural persons who ultimately own or control 25% or more of the company's shares or voting rights.
The UBO register is not publicly searchable. It is accessible only to competent authorities — tax authorities, financial intelligence units, law enforcement — and to regulated financial institutions when conducting customer due diligence. The general public cannot access it.
The publicly searchable register on the Registrar of Companies website shows only the registered director — i.e., the nominee. The beneficial owner's name does not appear there.
UBO registration is mandatory and non-negotiable. A nominee arrangement provides privacy on the public register, not anonymity from regulators. UBO registration is coordinated as part of the standard company formation process. Providing false UBO information is a criminal offence under Cyprus law.
Company Secretary — A Statutory Requirement
Under Section 171 of the Cyprus Companies Law, Cap. 113, every Cyprus private limited company is legally required to have a company secretary at all times. The company secretary is a statutory officer of the company — not an optional administrative role. Failing to maintain a secretary is a breach of the Companies Law.
The company secretary can be a natural person or a body corporate. CyPRO One coordinates a professionally qualified, Cyprus-based company secretary as an ongoing annual service, ensuring all statutory obligations are met on time and correctly.
What the Company Secretary Handles
- Maintaining the company's statutory registers: register of members, register of directors and secretaries, register of charges
- Preparing and filing the annual return (Form HE32) with the Cyprus Registrar of Companies
- Filing statutory notices of changes: director appointments and resignations, changes to the registered office, share capital changes
- Organising board meetings and general meetings — issuing notices, recording and certifying minutes
- Safekeeping the company's Memorandum and Articles of Association and the Certificate of Incorporation
- Monitoring compliance deadlines under the Cyprus Companies Law, Cap. 113
Frequently Asked Questions
What is a nominee director?
A nominee director is a Cyprus-resident individual or corporate entity who appears on the public register of the Cyprus Registrar of Companies as a director of the company, but who acts solely in a formal and administrative capacity. The beneficial owner retains full practical control through a Deed of Appointment, Power of Attorney, and an undated Resignation Letter. The nominee makes no operational decisions and has no economic interest in the company.
Is using a nominee director legal in Cyprus?
Yes. Nominee director services are a well-established and legally recognised practice in Cyprus and throughout the EU. Cyprus company law explicitly contemplates such arrangements. The key legal requirement is that the Ultimate Beneficial Owner (UBO) must still be disclosed to the Cyprus Registrar of Companies under the beneficial ownership register — this is a mandatory legal obligation and is entirely separate from the public-facing director register. Nominee arrangements provide privacy from the general public, not from regulators.
Does the nominee director have real power over my company?
No. The nominee's authority is contractually limited by the Deed of Appointment to purely formal acts — for example, signing incorporation documents or banking mandate forms. The beneficial owner holds a Power of Attorney and retains full operational authority. The undated Resignation Letter means the nominee can be replaced at any time without their co-operation.
What is the UBO register and does it affect privacy?
Since 2021, Cyprus has maintained a Register of Ultimate Beneficial Owners (UBOs) under the Prevention and Suppression of Money Laundering Activities Law, implementing the EU's 4th and 5th Anti-Money Laundering Directives. Every Cyprus company must declare the natural persons who ultimately own or control 25% or more of its shares or voting rights. The UBO register is accessible to competent authorities (tax authorities, financial intelligence units, law enforcement) and to regulated financial institutions carrying out due diligence — but it is not publicly searchable by the general public. The public-facing register shows only the registered director. A nominee arrangement therefore maintains confidentiality from the public record while meeting all mandatory regulatory disclosure requirements.
Can a corporate entity act as a nominee director?
Yes. Cyprus Companies Law, Cap. 113, permits both natural persons and body corporates to act as directors. Using a licensed Cyprus fiduciary or professional services company as a corporate nominee director is a common and professionally accountable approach.
Why does my Cyprus company need a company secretary?
Under Section 171 of the Cyprus Companies Law, Cap. 113, every Cyprus private limited company is legally required to have a company secretary. The secretary is a statutory officer responsible for maintaining the company's registers, filing annual returns and statutory notices with the Registrar of Companies, and supporting the proper administration of board and general meetings. Failure to maintain a secretary is a breach of the Companies Law.
Who can act as company secretary?
The company secretary can be a natural person or a body corporate. There is no requirement for the secretary to be a Cyprus resident, although a locally based secretary is strongly preferred for practical reasons — timely filing, knowledge of local procedures, and ability to interface directly with the Registrar of Companies.
What does the company secretary actually do?
The company secretary maintains all statutory registers (members, directors, charges), prepares and files the annual return (Form HE32), files notices of changes to the company's structure, organises board and general meetings, certifies minutes, and safeguards the constitutional documents. All of these obligations are covered on an ongoing basis through the company secretarial service coordinated by CyPRO One.
Can the director and secretary be the same person?
The Cyprus Companies Law provides that any act or requirement that must be done by both the director and the secretary cannot be performed by the same individual acting in both capacities simultaneously. In practice, a separate, professionally qualified company secretary is coordinated through CyPRO One to ensure proper segregation of statutory roles.
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This page is for information only
Nothing on this page constitutes legal advice. Nominee arrangements and company secretarial obligations depend on individual circumstances and must be structured correctly by a licensed professional. CyPRO One coordinates these services through a Cyprus Bar Association registered lawyer and qualified corporate services provider.