June 2017

kpmg.com.cy

Tax Services

A guide to the

KPMG Cyprus

Corporate

Practice

Table of

contents

KPMG in Cyprus 3

The Corporate Practice Our Approach International Tax Advisory Services 6

Corporate Advisory Services 7

• Corporate and Commercial

• Company Secretarial Services

• Competition Law and EU Law

• Private Client Services

• Intellectual Property

• Real Estate

• Employment Law

• Financial Services

• Capital Markets

Our People 12

• Training and Development

• Resources

• Committed to our clients’ success

KPMG in Cyprus

KPMG is a global network of professional firms providing Audit, Tax and Advisory services. We have more than 189.000 professionals worldwide working together to deliver value in 152 countries whilst in Cyprus KPMG is one of the largest firms in the market. Our purpose and aspiration is to turn knowledge into value by providing full co-ordinated multijurisdictional services for the benefit of our clients, our people and the capital markets.

KPMG’s Cyprus Corporate Practice has grown significantly over recent years and has gained a leading international reputation.

We have the resources and experience to keep pace with developments in what has become a highly competitive market.

The Corporate Practice is one of the firm’s core international practice areas and focuses on:• International Tax Advisory Services• Corporate Advisory Services.

The Corporate Practice

3A guide to the KPMG Cyprus Corporate Practice

We aim to provide each client with:• The best solution for their business objectives by

considering all available options and business parameters• A balance between specialization and broader tax

knowledge, including all relevant legal aspects, providing expert advice in the most timely and efficient manner

• Personalized attention and approachability at all levels within the organization

• Flexibility and willingness to adapt to new challenges, differing legal environments and changing commercial realities

• Innovative approach with access to cutting edge technology• Appropriate staffing on transactions• A prompt and diligent post-completion service.

Our Approach

DRAFT

5A guide to the KPMG Cyprus Corporate Practice

International Tax

Advisory ServicesOur International Tax Advisory Services meet the needs and objectives of our international clients, to create value while being in compliance with the legislative and regulatory framework.

Organizations from middle market to multinational, are more exposed than ever to changing trends in tax legislation and regulation, not just locally but globally. Our knowledge of tax governance, our broad skills and our understanding of deep industry help you to be competitive and compliant. At the heart of this offering are our people, people who think beyond the present and beyond borders, to deliver long-lasting value.

KPMG’s International Tax Advisory Services include:• International Corporate Tax• M&A Tax• Employment Tax Services• International Executive Services• Private Client Services• Property & Construction• Transfer & Pricing • VAT.

Our Corporate Advisory Services provide corporate clients, both in Cyprus and internationally, with a range of advisory and company secretarial services, specially tailored to meet their needs, often in collaboration with our tax and other KPMG professionals, so that our clients enjoy the benefits of the breadth of commercial experience available in a major practice.

KPMG’s Corporate Advisory Services include:• Corporate and Commercial• Company Secretarial Services• Competition Law and EU Law • Private Client Services• Intellectual Property • Real Estate • Employment Law• Financial Services• Capital Markets.

Corporate and CommercialIn line with KPMG’s long- standing market reputation for providing integrated and flexible business methodologies, our Corporate Advisory Services cover a broad range of corporate and commercial work for a wide variety of clients, both domestic and international. Cross-border transactions are facilitated by our membership in an international network of corporate, commercial and employment in-house lawyers.The services we offer in the commercial arena are client-driven and are often provided in conjunction with other KPMG services such as Transaction Services, Corporate Finance, Tax Advice and the provision of Corporate Consultation Services for the Financial Services sector. We assist with corporate issues within the Cyprus framework, including matters such as consultation on board procedures, analyzing and/or updating corporate policies, assistance with shareholder transaction engagement, sector-specific regulations, financial assistance for the purchase of shares, share redemption, holding of treasury shares, loans to directors and directors’ duties and shareholders’ arrangements.

KPMG’s Corporate Advisory Services team has extensive experience in the following areas:

Corporate• Corporate re- organizations, disposals and corporate

restructurings, including demergers• Consultation on management of international integrations

following acquisitions• Inward and outward investment • Structuring management buy-outs and buy-ins• Subscriptions and Shareholders’ Agreements• Joint Venture Agreements• Private Equity Participation• Transfer of family interests • Mergers, Acquisitions and Disposals, including drafting

Business Transfer Agreements, Asset Transfer Agreements and Share Transfer Agreements

• Due diligence in connection with M&A activity, trade sales and investment by way of venture capital and otherwise

• Members’ Voluntary Liquidations• Intra-group arrangements and restructurings • Planning and assisting in group entity reduction

programmes.

Commercial • Terms and conditions for the sale of goods and the supply

of services• Distribution Agreements• Franchising• Transfer Pricing Agreements• Credit Sale Agreements• Hire Purchase Agreements• Equipment Lease Agreements• Agency Agreements• Partnership Agreements including Limited Partnerships• Option Agreements.

Corporate Advisory

Services

7A guide to the KPMG Cyprus Corporate Practice

Company Secretarial ServicesIn addressing the specific requirements of our clients, our in- house corporate lawyers provide company secretarial consultation and support services.

KPMG’s Company Secretarial Services include:• Providing support in company formations• Compliance Services• Company Secretarial Support Services.

Company FormationsKPMG’s Corporate Advisory Services Team in collaboration with our preferred service provider facilitates the incorporation of companies, assisting with drafting of the Memorandum and Articles of Association to the specific needs of each client.

Compliance ServicesFollowing incorporation, there is a wide variety of statutory and regulatory compliance obligations imposed by the Cyprus Companies Law, most of which involve the imposition of time limits with which companies must comply, in order to avoid the possibility of penalties being imposed on the company and/or its directors. These obligations include inter alia the requirement to hold annual general meetings, to file audited financial statements, to prepare and file an annual return as well as to maintain certain statutory registers such as the Register of Members and the Register of Directors and Secretary. It is a statutory requirement that minutes of meetings of directors and minutes of general meetings be maintained. With these requirements in mind, and provide support through our preferred service provider on a broad range of Company Secretarial Compliance Services in relation to statutory filing requirements, including the following:• Maintaining statutory books and records• Registered office facilities• Preparation of agendas for board meetings• Preparing annual returns and minutes of meetings• Attending the board meetings and acting as meeting

secretary• Preparing and circulating minutes of the meetings• Dealing with any technical queries that may arise.

Company Secretarial Support ServicesDepending on the specific requirements of the companies involved and on the particular corporate activity and structures, we can provide other services in the following areas:• Companies, company directors liability risks and

obligations, as well as on new developments under the Cyprus Companies Law and relevant EU Law

• Registration of foreign corporations’ branches and places of business in Cyprus

• Inbound and outbound re-domiciliation of companies • Registration of European Companies (S.E.)

• Cross-border merger of companies• Establishment of joint ventures• Preparation of the documentation underlying the issue,

transfer, redemption and buy- back of shares• Restoration of companies (which have been struck off) to

the Register of Companies• Transformation of partnerships into limited companies and

inversely• Transformation of private limited companies into public

limited companies and inversely• Consultation as to the method of winding-up of a company• Consultation on the strike-off of companies.

Competition Law andEU Law KPMG’s Corporate Practice offers corporate consultation on Cyprus Competition Law, including merger notification requirements and the relevant regulatory framework. Assistance in respect of competition issues is also offered on an EU and international level, which is facilitated by our access to international resources and professionals.Competition Law applies across the board to most business activities and can, for example, impact upon: • M&A activity• Distribution agreements (in particular with regard to

assignment of territories and resale pricing policy)• Non-competition arrangements between businesses• The market behavior of a dominant market player.

In brief, compliance with Competition Law is something that no business can afford to ignore, particularly given that infringing arrangements will be declared unenforceable, fines may be imposed and directors may be personally liable and even imprisoned, if businesses are found in breach of Cyprus Competition Law rules.

Private Client ServicesKPMG’s Corporate Practice offers corporate assistance to high-net worth individuals on:• Family planning matters• Asset protection planning• Separation of business assets from privately owned assets• Setting- up and monitoring:

- Family offices structures- Private trust arrangements, estate planning ( securing

inheritance and succession planning), assistance with trust deed, family constitution

- Commercial trust arrangements, segregation of assets, investment through trusts and trust structures

- Charity trust arrangements.

Intellectual Property Regardless of whether you are an inventor, an artist or an entrepreneur we can help you find the right protection for your intellectual property, which can serve as a great marketing tool. Cyprus is a member of the World Intellectual Property Organization (WIPO), of the Office for Harmonization in the Internal Market (OHIM) and has also ratified numerous International Conventions and Treaties in connection with Intellectual Property in an attempt to ensure that intellectual property rights associated with commercial activities in Cyprus are well protected. Our in-house lawyers have extensive knowledge in the area and can provide assistance on issues relating to the acquisition, registration, renewal and management of all kinds of intellectual property (copyrights, trademarks, trade names, designs and patents), on a national, EU or international level.

Real EstateReal Estate transactions need to be carefully structured, planned and managed with the benefit of in-depth market knowledge. Our clients can take advantage of our highly rated expertise within KPMG’s Corporate Practice in structuring Real Estate projects including:• Property acquisitions• Title investigations• Finance and security • Escrow arrangements• Permits for acquisition of property by foreign investors.

Employment LawOur in-house corporate and tax experts in collaboration with other KPMG departments offer practical assistance on various employment issues as well as on all Cyprus and EU legislation relating to or affecting the employment relationship, and generally consult in the following areas:• Employment contracts• Employee handbooks• Executive and Employee Share Incentive Schemes• Recruitment issues• Employee related taxation and social security issues• Equality and discrimination in the workplace• Working time regulations• Transfer of Undertakings Directive• Termination of employment• Redundancies• Unfair dismissals• Employment of non- nationals• Health and Safety issues relating to stress, bullying and

harassment• Pension, provident funds and Employee Incentive Plans-

assistance with drafting, implementation• International Executive Services (Personal Income Tax&

Social Insurance Compliance).

Financial ServicesInvestment Fund and Asset Management ServicesKPMG offers the following services to UCITS and non-UCITS vehicles as well as their Fund Managers:• Investment Fund and/or Fund Manager structuring with

analysis of tax, compliance, operational and other relevant components

• Preparation and submission of the Investment Fund and/or Fund Manager application and of the supporting documentation to the Cyprus regulator for approval

• Management of the Investment Fund and/or Fund Manager approval process with the regulator and co-ordination with all third party service providers of both the Investment Fund and/or Fund Manager

• Assistance in implementing the Investment Fund’s and/or Fund Manager operational and technical infrastructure

• General assistance in establishing Investment Funds of corporate type as well as Limited Partnerships and/or the Fund Manager entity including provision of offices and of qualified independent directors

• Setting up of internal procedures and assessment of administrative, tax and other implications

• Assistance in the implementation of the Investment Fund’s and/or Fund Manager accounting solutions including accounting consolidation

• Assistance in developing internal reporting solutions to Investment Fund managers or self-managed Investment Fund’s as well as compliance with external reporting requirements

• Development of efficient solutions with custodians, administrators and registrars of the Investment Fund

• Training of the Investment Fund’s and/or Fund Manager operational resources in Cyprus and abroad

• Preparation and filing of corporate income tax, business tax and wealth tax returns in accordance with the Investment Funds’ and/or Fund Manager applicable tax regulations

• Assistance with accounting and tax due diligence in the case of new investments, disinvestments and contributions to other structures

• Assistance with the analysis and financial and/or legal due diligence of target investments and underlying Investment Fund structures.

Banking Units and Investment Firms LicensingIn the area of licensing and continuous compliance of structures that are not Investment Funds, KPMG’s Corporate Practice is involved in: • Preparation and submission of applications and supporting

documentation to the Central Bank of Cyprus for the licensing of Banking Units and their branches

• Preparation and submission of applications and supporting documentation to the Cyprus Securities & Exchange Commission for the granting of authorization to Cyprus Investment Firms.

9A guide to the KPMG Cyprus Corporate Practice

Cyprus Investment Firms (CIFs) Services• Preparation and submission of the CIF Application in order

to obtain a license from the Cyprus Securities & Exchange Commission (CySEC) to operate as a Cyprus Investment Firm, and liaising with CySEC during the review and examination process.

• Assistance with designing, implementing a compliance infrastructure that is proportionate to the nature, scale and activities of the company.

• Provision of consultation services on all aspects of the CIF regulatory framework.

• Assisting the company to maintain its compliance infrastructure documents as well as any other policies and procedures and providing support on the basis of changing regulatory requirements.

• Providing support in the setting up of the CIFs offices, appointment of qualified independent directors and recruitment of other senior management employees.

Risk and Compliance ServicesAfter the licensing process of a Banking Unit/ Cyprus Investment Firm/ Investment Fund is completed, there is a wide variety of compliance obligations imposed by the Central Bank of Cyprus and the Cyprus Securities & Exchange Commission, most of which involve the impositionof time limits with which Banking Units/Cyprus Investment Firms/ Investment Funds must comply in order to avoid the imposition of penalties on them, on their directors and on Investment Fund Managers. With these requirements in mind our in-house lawyers in collaboration with other KPMG audit & tax professionals provide the following services:• Acting as Compliance Officer also responsible for Anti-

Money Laundering tasks• Assistance with regulatory reporting• Audit and Tax filing requirements• Preparation of Internal Audit manual• Internal Audit reviews.

Furthermore, the following services could be provided by co-operation with the Financial Risk Management Department:• Basel II directly related services• Trading Book Policy and Manual preparation• Development of a sound Risk Management Framework

including preparation of a Risk Management Manual.

Capital MarketsSupport for IPOsOur in-house corporate lawyers provide services to companies accessing the capital markets related to the preparation of companies for IPOs. They may assist with due diligence engagements and provide assistance in relation to the drafting of the prospectus and other similar documents of the issuer.

Due diligenceOur in-house corporate lawyers may perform due diligence tasks of Cyprus and international companies, both for businesses as a whole or on specific components of their operations (titles to property, licenses, trademarks, etc). Such due diligence tasks are often complimented by tax and financial due diligence, performed by professionals from other KPMG departments.

Professionals currently employed have degrees from Canada,United Kingdom, Russian business schools, France and Greece and can work in Greek, English, Russian and French languages.

Training and developmentThe principles of quality, transparency and short- line communications form the foundation for informal and inspiring culture. This culture stimulates the search for pragmatic solutions to complex issues. KPMG pays particular attention to education and training and to creating an exciting and challenging work environment, whereas we measure our success by what we achieve for our clients, which means putting the very best people on our client teams.

ResourcesWe need our people to respond swiftly and effectively; to be for our clients the key to our wealth of global experience, wherever they may be in the world. We invest strategically in state-of- the art IT communications and knowledge management systems to help us deliver the results on time.

Committed to our clients’ successWe believe in bringing our clients to the centre of everything we do and positioning ourselves at the heart of their business. This enables us to fulfill our role of providing services based on a thorough understanding of their objectives.

Our People

11A guide to the KPMG Cyprus Corporate Practice

Main contactsAngelos GregoriadesChairmanT: +357 22 209 245E: agregoriades@kpmg.com George MarkidesBoard Member, Head of Tax T: +357 22 209 240 E: gmarkides@kpmg.com

Anastasis YiasemidesBoard MemberT: +357 22209156E: ayiasemides@kpmg.com Michael HaliosBoard MemberT: +357 24 200230E: Michael.Halios@kpmg.com.cy Michalis LoizidesBoard MemberT: +357 25 869106E: michalis.loizides@kpmg.com.cy Andri KaraoliSenior Associate, Legal AdvisorT: +357 22 209 232E: akaraoli@kpmg.com Marie-Helene AngelidesSenior Associate, Legal AdvisorT: + 357 22 209 227E: mangelides@kpmg.com Christiana LoizouSenior Associate, Legal AdvisorT: + 357 22 209 235E: cloizou@kpmg.com

13A guide to the KPMG Cyprus Corporate Practice

NicosiaT: +357 22 209 000F: +357 22 678 200E: nicosia@kpmg.com.cy

LimassolT: +357 25 869 000F: +357 25 363 842E: limassol@kpmg.com.cy

LarnacaT: +357 24 200 000F: +357 24 200 200E: larnaca@kpmg.com.cy

Contact us

©2017 KPMG Limited, a Cyprus limited liability company and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. All rights reserved. Printed in Cyprus. KPMG and the KPMG logo are registered trademarks of KPMG International Cooperative (“KPMG International”) a Swiss entity.The information contained herein is of a general nature and is not intended to address the circumstances of any particular individual or entity. Although we endeavor to provide accurate and timely information, there can be no guarantee that such information is accurate as of the date it is received or that it will continue to be accurate in the future. No one should act upon such information without appropriate professional advice after a thorough examination of the particular situation.The views and opinions expressed herein are those of the author and do not necessarily represent the views and opinions of KPMG International Cooperative (“KPMG International”) or KPMG member firms.230117

ParalimniT: +357 23 820 080F: +357 23 820 084E: paralimni@kpmg.com.cy

PaphosT: +357 26 943 050F: +357 26 943 062E: paphos@kpmg.com.cy

Polis ChrysochousT: +357 26 322 098F: +357 26 322 722E: paphos@kpmg.com.cy

www.kpmg.com.cy