Cyprus VC-backed · investor-friendly · 0% exit
Cyprus's common-law-aligned Companies Law Cap. 113 + investor-friendly Shareholders' Agreement framework + 0% titles exemption on share-exit + 80% IP Box exemption + Non-Dom 0% on founder dividends combine into the EU's cleanest VC-acceptable structure.
Free 30-min consultation. Reply within 24h.
— WHAT YOU GET
Cyprus's Cap. 113 + common-law-aligned principles support investor-grade SHA terms: drag-along, tag-along, ROFR, anti-dilution (broad-based weighted-average or full-ratchet), liquidation preference, dividend preference, reserved matters, board observation rights. EU VC firms accept Cyprus structures.
IP Box ~3% effective rate on qualifying IP-derived profit drives higher net cash flow + cleaner post-tax economics PRE-EXIT. Higher valuation at next round + exit. Combined with 20% R&D super-deduction (2026 reform).
Founder + investor share-sale at exit: 0% Cyprus CGT under unconditional titles exemption. No holding-period test, no minimum-percentage test. Cyprus structurally beats UK / DE / FR / NL / IE on exit-tax for the founder + investor alike.
Founder ordinary + investor preferred + employee ordinary + dual-class voting (where supported by listing target). Cyprus M&AA + SHA enforce class-specific rights. VC-acceptable framework.
— EVERYTHING INCLUDED
— PROCESS
Cyprus Ltd Business tier (substance-ready), founder ordinary shares, employee share-option pool reserved, IP Box methodology (if IP-heavy SaaS).
Investor SHA with drag, tag, ROFR, anti-dilution, liquidation preference. Preferred-class issuance via Companies Law Cap. 113 procedure. UBO Register filing.
ESOP allocations + exercise + payroll bureau. IP Box methodology refresh annually. ATR for ATR-eligible structures.
M&A or IPO. Founder + investor share-sale: 0% Article 9(1)(g) titles exemption. Post-2026 stamp-duty repeal — €0 transaction friction.
We deliver a Cyprus structure that holds up to VC due diligence, growth-equity diligence, and ultimate M&A / IPO acquirer review. If a successful Tax Department / VC-counsel challenge invalidates the methodology purely because of our own error, we redo the work at no cost.
— COMMON QUESTIONS
Yes — increasingly common. Cyprus's common-law-aligned framework, EU member-state status, and Cyprus Bar-aligned counsel produce VC-acceptable structures. Top-tier EU VCs (Sequoia EMEA, Index, EQT Ventures, Atomico, etc.) have invested in Cyprus-incorporated startups.
US VCs sometimes prefer Delaware C-corp as the topco. Hybrid: Cyprus operational entity + US Delaware parent for US-VC-led rounds. The Cyprus side delivers IP Box + EU access; Delaware side delivers US investor familiarity.
Yes — Cyprus M&AA supports founder dual-class voting (higher per-share votes for founder class). Investors can negotiate sunset provisions or specific veto rights. LSE Main Market accepts dual-class (subject to specific rules); NASDAQ accepts via FPI route.
Cyprus M&AA + SHA can enforce full-ratchet or broad-based weighted-average anti-dilution. Standard mechanics: investor receives bonus shares calculated by formula upon down-rounds. Cap. 113 procedural compliance + Registrar filings required.
Cyprus works at any round size. Most relevant differentiator: at SEED + Series A stage, Cyprus IP Box + Non-Dom + EU access + lower-overhead-cost are valuable. At Series C+ + later, the same benefits scale; Cyprus remains structurally clean.
Cyprus annual compliance materially lower than UK / DE / FR / NL equivalents. Setup cost also lower. End-to-end cost-of-ownership through scaling: Cyprus typically 30-60% below peer EU jurisdictions.
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