Initial and relevant obligations

An overseas company must have at least one (1) director and one (1) secretary, who must be of eighteen (18) years of age and above.

It is also noted that only in the case of a private company with one (1) member and one (1) director, that director may also act as a secretary.

The overseas company’s activities are carried out by the directors/authorised person who exercise all of the company’s powers, with the exception of those powers which are required to be exercised by the company in a general meeting, either as per the Companies Law or the company’s articles of association.

The overseas company’s directors are legally responsible for the management of the company, and for maintaining the accounting books which are necessary for the preparation of the financial statements. At the same time, the directors are responsible for submitting the tax returns of the company and for carrying out all acts relating to the submission and payment of the tax levied.

The secretary of the company is appointed by the directors for such a period, for such a remuneration and such terms, as they may deem appropriate.

It is noted that the directors and the secretary are responsible for submitting the relevant documents and notifications regarding the updating of the overseas company’s register in the Registrar of Companies.

The information regarding the company’s first directors and secretary are notified to the Registrar of Companies, by completing and submitting form AE2 simultaneously with the submission of the application for establishment of the overseas company’s place of business. Following the registration of the overseas company’s place of business, any changes relating to the directors and the secretary are notified with the submission of form AE5. For more details, please visit the page Updating Directors and Secretary.

The details of directors and of the secretary are published in the electronic register of the Registrar of Companies.