Northern Cyprus Corporate and Company Formation Lawyer: Cap. 113 Registration, Free Port and IBC Companies

Northern Cyprus Corporate and Company Formation Lawyer: Cap. 113 Registration, Free Port and IBC Companies

Entrepreneurs, real estate developers, international trading groups, and IT enterprises establishing operations in Nicosia (Lefkoşa), Kyrenia (Girne), Famagusta (Gazimağusa), or Iskele operate under the Companies Law (Cap. 113 / Şirketler Yasası Fasıl 113) and specialized investment statutes of the Turkish Republic of Northern Cyprus (TRNC). Our Northern Cyprus corporate lawyers handle end-to-end company incorporation before the Office of the Official Receiver and Registrar of Companies (Resmi Kabz Memurluğu ve Mukayyitlik Dairesi), draft bespoke Memoranda and Articles of Association (Ana Sözleşme ve Tüzük), and provide ongoing corporate governance and commercial contract representation.

1. Corporate Vehicles Available in Northern Cyprus

Local Limited Liability Company (Yerel Limited Şirket — Cap. 113)

A Local Limited Liability Company incorporated under Cap. 113 is the standard corporate vehicle for businesses trading onshore within Northern Cyprus (including construction, hospitality, retail, consulting, and import-export). Foreign shareholders may hold up to 100% of the shares subject to statutory paid-up share capital deposit requirements in a local bank, security clearance certificates for directors and shareholders, and registered office compliance.

Famagusta Free Port and Zone Company (Serbest Liman Şirketi — Law No. 26/1983)

Incorporated under the Famagusta Free Port and Zone Law (Law No. 26/1983) and Cap. 113, a Free Port Company is ideal for international trade, maritime logistics, software development, and cross-border service exports conducted outside the domestic TRNC market. Free Port companies benefit from statutory exemptions on corporate income tax for qualifying international activities, customs duty exemptions, and free repatriation of capital and profits.

Foreign Branch Registration (Yabancı Şirket Şubesi — Section 347 of Cap. 113)

Overseas corporations may register an official branch office in Northern Cyprus by filing certified corporate charter documents, board resolutions, and authorized local representative appointments with the Registrar of Companies and obtaining Council of Ministers approval where required.

2. Step-by-Step Company Incorporation Procedure under Cap. 113

1. Company Name Clearance: Submitting proposed corporate names to the Official Receiver and Registrar of Companies in Nicosia.
2. Drafting Memorandum & Articles of Association: Tailoring corporate objects clauses, share classes, pre-emption rights, and director authority under Cap. 113.
3. Bank Capital Blocking & Director Clearances: Coordinating the statutory bank capital blockage letter, clean criminal record certificates, and Tax Office / Municipality registrations.
4. Issuance of Certificate of Incorporation, Share Certificates & Director Permits: Completing final registration at the Companies Registry and applying for business operating permits and director residency/work permits.

Frequently Asked Questions — Northern Cyprus Corporate Law

Can foreign nationals own 100% of a Northern Cyprus Limited Company?

Yes. Under Cap. 113 and current foreign investment rules, foreign individuals or corporate entities can hold 100% of the shares in both a Local Limited Liability Company and a Famagusta Free Port Company, provided the statutory minimum paid-up capital and director clearance requirements are satisfied.