image for article titled: Board structure is not a compliance requirement. It is a competitive advantage.

Board structure is not a compliance requirement. It is a competitive advantage.

Board structure is not a compliance requirement. It is a competitive advantage.

Why the governance decisions made at seed stage determine how far a company can go.

If you ask a room of early-stage founders about their last disagreement with their board, the silence that follows is far more telling than any financial statement. Across Cyprus and Greece, most founder-led company boards have not been designed to challenge management; they have been built to approve it. 

This problem quietly compounds until a serious investor enters the picture. In Cyprus, over two-thirds of startup funding in 2024 came from abroad; in Greece, that figure reached over 75% the year before and has remained consistently above three-quarters. In both markets, local governance standards are no longer a baseline: they are a filter. Investors from London, Berlin, New York and Tel Aviv apply standards that most regional boards, as currently constructed, do not meet. 

Nobody disputes that a company needs a board. What most founders never ask is whether theirs would actually hold up when it matters. 

The consequences of getting this wrong are not theoretical. 

A software business group’s holding company was incorporated in Cyprus with operations across multiple markets. The founder had built the company over five years largely through personal relationships. His co-founder became Chairman, his earliest backer took a board seat, and a trusted former colleague was appointed as the non-executive director nominally responsible for audit oversight. None of the three had governance experience independent of the founder himself. The board met quarterly, minutes recorded decisions without dissent, and the agenda was set by management. 

When a Series B term sheet arrived from a London-based fund in 2023, the investor’s standard diligence process took six weeks instead of the usual three. The fund had identified that the Chairman held a personal loan from the company, undisclosed in any board resolution; that the audit oversight director had approved two years of management accounts without documented challenge; and that a dispute between the founder and his co-founder over equity dilution had been building for eighteen months with no formal record of board intervention. The round did not close. The co-founder dispute, lacking any independent arbiter on the board, escalated into litigation. The company entered a standstill and never recovered the market window it lost. 

It was undone by a board that had been designed to agree. 

What a board is actually for 

A board’s purpose is to protect the company, not the founder or majority shareholder. In practice, that means concentrating its work in three areas: strategy and capital allocation; oversight of financial reporting, risk, and regulatory compliance; and talent development, including the performance of senior leadership and the founding team’s growth. Everything else belongs in management meetings. 

Five ways founders get the board wrong 

Team and governance failures account for roughly a quarter of all startup failures worldwide. The patterns repeat, and they are as common in Cyprus and Greece as anywhere else. 

  1. The performative board. Reports are polished, agendas circulated, and nothing of consequence is said. Real decisions migrate to corridor conversations nobody records. The formal meeting becomes a calendar obligation. 
  1. Appointing for comfort. Giving board seats to trusted colleagues feels like a natural extension of how the company was built. It is also one of the most reliable ways to end up with a board that cannot do its job. A director who will not challenge the CEO protects nobody when a serious investor starts asking questions. 
  1. Wearing too many hats. Closely held companies across Cyprus and Greece routinely place the same person in the roles of majority shareholder, chairman, and CEO simultaneously. These roles carry different duties, decision rights, and legal exposures. Conflating them stores up disputes for a moment when the company can least afford them. 
  1. Putting off the hard conversations. Founder compensation, an underperforming hire, a downside financing scenario: these get deferred to next quarter, and then the quarter after. By the time they surface, they are no longer agenda items. They are crises. 
  1. Treating minutes as a formality. Poor governance records are among the most consistent causes of renegotiated term sheets at late-stage diligence. The audience for board minutes is not the people in the room: it is the regulator, the auditor, or the acquirer reading them two years later. 

Building a board that works 

Separating the Chair and CEO roles is the most consequential structural decision a founder can make. The CEO manages the company; the Chair manages the board, shapes its dynamics and sustains a relationship with the executive team that makes honest challenge possible. This separation is the most common structural flaw in founder-led businesses across jurisdictions, and it is the first thing a sophisticated investor will address. 

The liability dimension founders consistently underestimate 

In Cyprus, director duties are set out in the Companies Law, Cap. 113. In Greece, equivalent obligations sit under Law 4548/2018. In both jurisdictions, directors can be held personally liable for wrongful trading, breach of fiduciary duty, unpaid tax and social-security obligations, and AML failures. Both regulators have grown more willing to pursue directors individually in recent years. 

The duty is owed to the company, not to the shareholder or founder who made the appointment. A director who executes shareholder instructions without independent judgement is exposed, not protected. The practical mitigations are straightforward: proper minutes, documented decision-making, and directors and officers’ insurance once external capital has been raised. 

The cost of getting it right early 

Companies that build genuine governance from the first external investment tend to raise subsequent rounds at better terms, manage regulatory scrutiny with less friction, and reach exits with fewer structural complications. A board that has operated with discipline for two years before a fundraise is a material asset. One assembled three months beforehand is visible in diligence. 

The governance failures behind the startup failure data are not accidents. They are the predictable result of treating board structure as a compliance formality rather than a strategic foundation. The founders who get this right share one characteristic: they understood, earlier than most, that the board they were reluctant to build would determine how far the company could go. 

Most governance gaps are fixable. The difficulty is identifying them before a term sheet does. If this resonates, it is worth a conversation. Contact Nobel Trust at [email protected]

Cyprus tax reform 2026 - article

Cyprus tax reform 2026: A major step forward

Cyprus tax reform 2026: A major step forward

As of January 2026, Cyprus enters a new era of taxation. The country’s most extensive reform in decades updates personal and corporate tax rules, introduces targeted incentives, and strengthens compliance measures.

Designed to create a more flexible and fair system for households and families; while fostering investment and economic growth, the reform also enhances tax administration and transparency. The key changes are outlined below.

Income Tax Law

  • The corporate tax rate increases from 12.5% to 15%.
  • Tax loss carryforward period is extended from 5 to 7 years.
  • Higher tax-free threshold and new tax rates for individuals: The tax-free amount rises from €19,500 to €22,000. The new rates are the following:
    • 0% up to €22,000
    • 20% from €22,001–€32,000
    • 25% from €32,001–€42,000
    • 30% from €42,001–€72,000
    • 35% over €72,000

A beneficial update to the previous brackets which have been around since 2008.

  • Additional deductions for family and household support: Families or single persons may be eligible to claim deductions depending on the number of children (subject to income criteria). Dependent children include students up to the age of 24. The deductions are as follows:
    • 1st child: €1,000
    • 2nd child: €1,250
    • 3rd child or more: €1,500

Additional deductions include: up to €2,000 for housing loan interest or rent and up to €1,000 for green initiatives (subject to income criteria). Also, up to €500 for home insurance against natural disasters.

  • Tax residency under the 60-day rule is simplified as the condition not to be tax resident in another country is removed.
  • Tax deductions now include premiums for permanent or partial incapacity insurance, alongside life insurance.
  • Employee share options schemes: The benefit will be subject to income tax at the rate of 8% in the year of vesting (subject to restrictions).
  • Ex-gratia payments at the start or termination of employment are tax-free up to €200,000; amounts above that are taxed at 20%.
  • The cap on deductible entertainment expenses rises from €17,086 to €30,000.
  • Additional deduction for R&D expenses: the 20% super-deduction for qualifying IP-related R&D expenditure on intangible assets is extended until 2030.
  • Intangible asset amortization: Intangibles with an indefinite useful life will be amortized over a period of 20 years.
  • IP box regime remains very attractive with an effective tax rate on royalty income as low as 3%.
  • Redemption of units in funds: From 1 January 2031, net amounts derived from the redemption of fund units will be treated as dividends rather than profits from disposal of titles and taxed accordingly.
  • Corporate tax residency by incorporation: The requirement for a company not to be tax resident in another state in order to be treated as Cyprus tax resident has been removed (unless a double tax treaty provides otherwise).
  • Tax deductibility of interest expense:
    • Interest incurred on loans for the acquisition of shares in a directly or indirectly wholly owned subsidiary is not tax deductible if the subsidiary is resident in a non-cooperative jurisdiction or it is registered in such jurisdiction and it is not tax resident in any other jurisdiction.
    • The restriction on deductibility of interest incurred for the acquisition of non-business assets (excluding private motor vehicles) continues beyond seven years.

  • Crypto Assets: Gains from transactions with crypto assets are taxed at the flat rate of 8%, with losses offset against gains in the same year, with no carry forward provisions.
  • Amendment of thresholds for transactions with related parties:
    The thresholds for Local File obligations have been revised as follows:
    − Transactions in goods: Transactions that exceed cumulatively the amount of €5.000.000;
    − Financing Transactions: Transactions that exceed cumulatively the amount of €10.000.000;
    − All other categories of transactions: Transactions that exceed cumulatively per category of transactions the amount of €2.500.000.

Special Contribution to the Defence Tax (SDC) Law

  • SDC on dividends and interest for domiciled shareholders is reduced from 17% to 5% for profits earned from 1 January 2026 onwards.
  • Special Defence Contribution (SDC) on rental income is abolished
  • Deemed Dividend Distribution (DDD) is abolished on post-2026 profits.
  • Interest income received by Cyprus tax resident companies is no longer taxed under SDC. Exceptions apply for certain companies established for religious, charitable purposes or the promotion of art, science or sports.
  • Redemption of units in funds will be treated as a capital reduction and not sale of titles from 1 January 2031.
  • The non-dom regime becomes more flexible, allowing individuals who have completed 17 years of Cyprus tax residency to extend their non-dom status for up to two additional five-year periods, subject to the payment of a €250,000 lump sum per period.
  • Payment of SDC on foreign dividend and interest is made in one instalment payable upon submission of the income tax return.
  • Introduction of anti-abuse provisions for SDC purposes.

Assessment and Collection of Taxes Law

  • The deadline for the submission of annual income tax returns for companies and individuals who have obligation to prepare audited financial statements will be 13 months following the end of the tax year.
  • Payment of the tax balance must be made by the due date for the submission of the tax return.
  • The income threshold requiring audited accounts rises from €70,000 to €120,000.
  • All residents aged between 25 – 71 must submit a tax return, even if no tax is due.
  • Rent payments must be made via bank transfer, credit card or other method of electronic payment.
  • Provisions are introduced to enable the Tax Department to enforce tax collection and combat tax avoidance. The Tax Commissioner has stronger powers, including the ability to freeze company shares where tax debts exceed €100,000 and seal non-compliant businesses, while reporting requirements are strengthened to improve transparency.

Stamp duty Law

  • Stamp duty is fully abolished on any contracts executed on or after January 1, 2026.

Property and capital gains

  • The definition of property is amended to include shares in companies that own, directly or indirectly, shares in other companies that derive 20% (rather than 50% as previously required) or more of the market value from such immovable property.
  • The tax-exempt amounts for disposal of immovable property are increased to reflect current property values.
  • The exemption for the sale of shares listed on a “recognized” stock exchange has been replaced with an exemption for sale of shares listed on a “regulated” market of a recognized stock exchange. Transitional provisions are introduced for disposal of shares listed on a recognized stock exchange that were acquired before this amendment.
  • An exemption is introduced for gains from disposal of shares listed on a non-regulated market, provided profits do not exceed €50,000 per annum.
  • It is clarified that the exchange of property with a land developer (under certain conditions) is considered “exchange of property,” and thus not considered a disposal for CGT purposes.

Looking ahead

The Cyprus Tax Reform 2026 represents a landmark step in the evolution of the country’s financial landscape. By creating a more transparent, efficient, and strategically aligned framework, it delivers tangible benefits for households, businesses, and investors. Beyond these immediate improvements, the reform reinforces Cyprus’s position as a competitive, credible, forward-looking jurisdiction, paving the way for sustainable growth and long-term stability.

For tailored guidance and to make the most of these changes, contact us for expert tax advisory support.

Nobel at i-Con ISLAND CONFERENCE

Nobel Trust will be participating at the i-Con Island Conference, taking place in Limassol, Cyprus on 29-30 May 2025.

Cyprus: An Emerging Tech Powerhouse in Europe

Cyprus is rapidly establishing itself as a prominent technology hub in Europe, driven by dynamic growth. The i-Con ISLAND CONFERENCE plays a pivotal role in advancing high-growth, high-risk verticals in the tech industry. i-Con continues to expand annually, reinforcing its position as a catalyst for innovation. Its strategic focus aligns with Cyprus’ broader ambition to position itself as a premier destination for technological advancement—bringing the country ever closer to becoming a true center of innovation in Europe.

Main stage panel discussion at i-Con ISLAND CONFERENCE on Friday 30th May 2025, 13:30: The key benefits of maintaining a tech company in Cyprus, a leading technology hub in Europe

photo of George Kellinicou, director, who will be on the panel discussion at i-Con 2025

Book a meeting with us here

Article titled 'Cyprus Tightens Withholding Tax Rules' May 2025

Cyprus Tightens Withholding Tax Rules

Cyprus Tightens Withholding Tax Rules

On 10 April 2025, the House of Representatives approved amendments to the Income Tax Law and the Special Defence Contribution Law. These changes introduce withholding taxes on royalty, dividend, and interest payments made to companies that are either tax residents of countries listed on the EU blacklist or incorporated in those jurisdictions without being tax residents elsewhere.

The amendments also affect royalty and interest payments made to entities based in low-tax jurisdictions. In such cases, the related expenses will no longer be tax-deductible for Cypriot companies. Similarly, dividend payments to these low-tax jurisdictions will now be subject to withholding tax, in line with the treatment of payments to blacklisted countries.

The amendments introduce the following measures:

  • Withholding Tax on Payments to Blacklisted Jurisdictions: A 17% withholding tax on dividends and interest, and a 10% withholding tax on royalties, paid to companies that are tax residents of jurisdictions included in the EU list of non-cooperative jurisdictions. These measures are already in force.
  • Non-Deductibility of Payments to Low-Tax Jurisdictions: Interest and royalty payments made to companies in low-tax jurisdictions will not be deductible for corporate income tax purposes, effective from 1 January 2026.  
  • Withholding Tax on Dividends to Low-Tax Jurisdictions: Dividends paid to companies in low-tax jurisdictions will be subject to a 17% withholding tax, effective as of 1 January 2026.

Low-tax jurisdictions are those with a corporate tax rate less than 50% of Cyprus’s current corporate tax rate, which is 12.5%.

These amendments are intended to strengthen Cyprus’s compliance with EU directives and OECD standards, discouraging the use of low-tax and non-cooperative jurisdictions for profit shifting and tax avoidance.

In light of these developments, taxpayers are encouraged to assess the impact on their cash flows, ownership structures, and financing arrangements to mitigate any potential adverse consequences.

Cypriot companies are advised to review their structures and payment flows to determine the potential impact of these changes and ensure timely compliance.

For further advice and professional assistance, our firm is ready to support you. Please feel free to contact us to discuss how these changes may affect your business.

Next Steps procedure for Cyprus bank deposit haircut in 2013

Next Steps in the Compensation Process for the 2013 Cyprus Bank Deposit Haircut

Next Steps in the Compensation Process for the 2013 Cyprus Bank Deposit Haircut

On 15 January 2025, Finance Minister Mr. Makis Keravnos stated, following a meeting with President Christodoulides and representatives of the Laiki Bank Depositors Association (SYKALA), that compensation disbursements to “haircut” depositors and security holders are expected to commence in May 2025.

Examination of Applications

A total of 13,000 applications have been submitted through the relevant electronic platform. The evaluation process is already underway and is anticipated to conclude by the end of January. Once the evaluation is completed, a detailed plan will be formulated. This plan will require approval from both the Board of Directors of the Solidarity Fund and the Council of Ministers and upon receiving the necessary approvals, the repayment process will begin in May 2025.

Compensation procedure

The President of SYKALA explained that the compensation process would be gradual due to the Solidarity Fund’s limited financial resources, which prevent the immediate full reimbursement of the amounts lost. Payments are expected to be made annually, with the Government supplementing the Fund through allocations from the state budget. Approved beneficiaries, as verified by the Ministry of Finance, will be required to submit their bank account details to receive payments. Beneficiaries for compensation will initially be the haircut depositors and, in a second phase, the security holders. The total amount to be disbursed has not yet been determined. This figure will be clarified following the completion of the application evaluation process.

The commencement of compensation payments marks a significant step towards addressing the financial losses experienced by depositors and security holders due to the 2013 haircut. While the process will be gradual and dependent on available resources, the government’s commitment to fairness and transparency provides hope for those affected. The forthcoming months will be critical in finalizing evaluations, securing approvals, and ensuring the timely disbursement of funds.

Read more: Partial compensation of the 2013 haircut on Cyprus banks’ deposits (Previous article April 2024)

UBO Registry: updates - Cyprus Dec 2024

Significant updates to UBO Registry

Significant updates to UBO Registry

On 16 December 2024, the Department of the Registrar of Companies and Intellectual Property announced key amendments to the Prevention and Combating of Money Laundering from Illegal Activities (Amendment) (No. 2) Law of 2024, N.141(I)/2024, published on 6 December 2024. The main changes are summarized as follows:

  1. Imposition of Financial Charges: Financial charges will apply exclusively to the company or legal entity that fails, neglects, or refuses to comply with its obligations to submit information on beneficial owners, as mandated by Law 188(I)/2007 and associated Directives. Directors and secretaries are exempt from direct financial penalties.
  2. Liability for Non-Compliance: Directors or managing directors who fail to ensure compliance with beneficial owner information submission requirements will be jointly and/or severally liable with the company for covering the financial penalties imposed on the company.
  3. Revised Financial Charges:
    – A fixed charge of €100 will be imposed on the first day of the violation.
    – An additional charge of €50 will accrue for each subsequent day the violation persists.
    – The maximum total charge is capped at €5,000 per company or legal entity.
  4. Additional Powers Granted to the Registrar of Companies:
    – The Registrar may issue Directives to establish administrative review procedures and/or facilitate the submission and examination of objections against financial penalties.
    – The Registrar has the authority to remove from the business entity register any company or legal entity that fails, neglects, or refuses to update beneficial owner information.
    – The Registrar can apply to the Court for an injunction compelling compliance with obligations.

Extension and Withdrawal of Financial Charges

The deadline for submitting beneficial owner information for all Companies and Legal Entities has been extended to 31 January 2025. This initiative addresses practical implementation challenges and financial burdens on Small and Medium Enterprises (SMEs) while recognizing the high compliance rate achieved. Additionally, the deadline for completing the data confirmation procedure for 2024 has been extended to 31 March 2025.

In addition, the Registrar is withdrawing the financial charges imposed since 1 April 2024 and will issue refunds to affected companies. From 1 February 2025, however, failure to submit beneficial owner information will result in administrative and other sanctions in line with the provisions of the law.
These amendments aim to strengthen compliance with beneficial ownership reporting requirements and enhance enforcement measures by ensuring transparency and accountability while promoting a more secure and trustworthy business environment.

Our dedicated compliance team is here to provide expert assistance and guidance on your reporting obligations. For more information, feel free to reach out to us at [email protected]

Official source: Cyprus Registrar of Companies

Cyprus Registrar abolishes annual company fee

Termination of annual company fee

Termination of annual company fee

On the 21st of March the Department of the Cyprus Registrar of Companies and Intellectual Property announced that the annual levy of €350 is abolished from 2024 onwards. The annual fees for years 2011–2023 are still applicable.

It has also been clarified that the companies which have already settled their annual fee for 2024 will be refunded.

This measure will offer great relief and support to Cyprus companies and serves as a step to enhancing the local business environment.

Official Source

Late submission fee for Annual Reports HE32

Annual Returns (HE32): Late submission penalty fee has been set to €150

Annual Returns (HE32): Late submission penalty fee has been set to €150

The Department of the Registrar of Companies and Intellectual Property announced that pursuant to the Companies (Amendment) Law 2024, Law 18(I)/2024, published in the Official Gazette on 5 March 2024 (the Law), the maximum fine for Annual Returns with a date of issue for the years 2021 and onwards will not exceed €150 for each infringement.

The fees are summarized below:

In case of timely registration: €20 form fee

In case of late registration: (i) €20 form fee, (ii) €20 as a charge, (iii) the corresponding late registration fee of €50 as a lump sum and €1 for each day of continuation of the infringement, up to a maximum total amount of €150.

According to the Law, persons who paid for the late submission of the 2023 HE32, from 05/03/2024 onwards, are entitled to a refund of any amount of fine exceeding €150. Such refund will be made as follows:

  1. For online payments made via JCC, the excess amount will be refunded directly to the card with which the payment was made, without any further action by the applicant.
  2. For payments made to the Cashier of the Department of the Registrar of Companies and Intellectual Property, the additional amount will be returned to the applicant’s Bank Account upon presentation of the payment document, together with the FIMAS Payment Authorization Form, accompanied by a photocopy of the statement of the Bank Account to be credited (Authorization Form can be downloaded here).

Official source

Extension to submission of UBO data to Cyprus Registrar by 31 March 2024

Submission of Beneficial Owner Registry data: extension until 31 March 2024

On 17 January 2024, the Department of Registrar of Companies and Intellectual Property announced that with the aim to optimally update the Register of Beneficial Owners on the basis of the implementation of the upgraded platform, an extension has been granted for the submission of data for all Companies and other Legal Entities until 31 March 2024.

It has been noted that after the specified date, non-compliant Companies and other Legal Entities will be subject to a financial burden based on Article 188(I)/2007 (Prevention of Combating Money Laundering, a law passed by the House of Representatives on 23 February 2021).

Original Source