Home/ Investment Structuring/ Ongoing Governance
Strategic Advisory — Investment Structuring — Step 04

A structure that stays
compliant over time.

Forming a Cyprus company is the beginning, not the end. The structure must be maintained, governed, and kept compliant — year after year — or the legal and tax benefits it was designed to deliver will be eroded or lost entirely.

The Context
Most Cyprus structures fail not at formation — but in year two or three.

We have been instructed to fix structures that were correctly formed and then neglected. Directors who were appointed but never held a real board meeting. Substance requirements that were satisfied in year one and then allowed to lapse. Annual returns that were not filed. Bank accounts that went dormant and were closed by the bank.

The benefits of a Cyprus holding structure — treaty access, Non-Domicile status, IP Box income — are contingent on the structure remaining genuinely compliant. The Cyprus tax authority and Cyprus banking sector both apply ongoing scrutiny to the substance and governance of Cyprus entities. A structure that cannot demonstrate real Cyprus decision-making is not a compliant structure.

Ongoing governance is not a formality. It is what keeps the structure working.

What We Establish
Six ongoing governance obligations.
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    Annual returns
    Statutory filing with the Registrar of Companies.
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    Board meetings
    Cyprus-held meetings with genuine decision records.
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    Substance maintenance
    Real directors, real office, real activity in Cyprus.
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    Tax filings
    Annual corporate tax returns and tax authority correspondence.
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    Banking maintenance
    Account activity, KYC renewals, and correspondent access.
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    Regulatory compliance
    Beneficial ownership register and statutory notifications.
Key Dimensions
The six pillars of ongoing governance.
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Corporate Secretarial
Annual return filing, registered office maintenance, director and shareholder register updates, and all statutory notifications required by the Cyprus Registrar of Companies. We manage these as a calendar of obligations — nothing is missed, nothing is late.
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Board & Substance
Cyprus holding companies require genuine substance — real board meetings held in Cyprus, with real resolutions reflecting genuine decision-making. We arrange and minute the annual board meetings, prepare the resolutions, and maintain the records required to demonstrate substance to the Cyprus tax authority and to banks.
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Annual Tax Compliance
Cyprus corporate income tax returns, provisional tax calculations, and all correspondence with the Cyprus Tax Department. We prepare and file on your behalf, managing deadlines and responding to enquiries.
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Banking Relationship
Cyprus banks conduct periodic KYC reviews of their corporate clients. An out-of-date compliance file is the most common reason a Cyprus account is restricted or closed. We manage the banking relationship and respond to KYC renewal requests before they become a problem.
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Beneficial Ownership Register
Cyprus requires all companies to maintain and update their beneficial ownership register with the Cyprus Registrar. We manage this obligation and ensure the register is accurate and current.
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Non-Domicile Maintenance
If your Non-Domicile status is contingent on meeting the 60-day rule or other conditions, we monitor compliance and advise you if any action is required to maintain the status.
The Output
What ongoing governance delivers.
01
A Compliance Calendar
A structured annual calendar of every obligation — filing deadlines, board meeting dates, KYC renewal windows, and tax payment dates — maintained and monitored on your behalf.
02
An Annual Governance Report
A written annual report confirming that every governance obligation has been met for the year — filings made, meetings held, registers updated — with copies of all documentation.
03
A Substance File
A maintained substance file — board minutes, director presence records, office lease, and correspondence — available on request to demonstrate genuine Cyprus substance to any authority or bank that requires it.
04
Proactive Advisory
Where changes in Cyprus law, tax regulations, or your personal circumstances require a review of the structure, we identify them and advise you proactively — before the change creates a problem.
“The structure we build for you will work in year ten the same way it worked in year one — if it is properly governed.”
Y. Habari & Co. LLC — Investment Structuring
The Process
How ongoing governance is managed.
01
Annual Mandate
We agree an annual governance mandate at the outset — covering the specific obligations applicable to your structure and the fee for managing them. No surprises during the year.
02
Quarterly Check-ins
We conduct quarterly check-ins — a short written update confirming what has been completed, what is coming due, and whether any issue has arisen that requires your attention.
03
Annual Board Meeting
We arrange, prepare for, and minute the annual board meeting — typically held in Nicosia — in which the formal governance decisions for the year are made and recorded.
04
Year-End Compliance
In the final quarter of each year, we prepare the annual tax return, confirm the beneficial ownership register is current, and initiate any KYC renewal required by the bank — so the year closes cleanly.
Start Here
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We respond within one business day. Consultations by phone, video, or in person at our Nicosia office.

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