Amendments to the Cyprus Companies Law, Cap. 113
The Companies (Amending) Law (No.3) of 2018 which was published in the Official Gazette of the Republic on 18 December 2018, introduced certain changes to the law, regarding the procedures, fees and processes that affect Companies in Cyprus and were implemented in order to make the business environment more competitive. Some amendments are enforceable as of the date of the publication of the amending law whereas some others are enforceable by the end of the year 2019 or upon further announcement of the Registrar of Companies (Registrar).
Change of Name
In case where a company decides to change its name, the Registrar must be notified within 15 days from the date of the relevant decision.
A company may request the reinstatement of its name back to Registrar registry by applying directly to the Registrar within twenty-four (24) months from the date of deletion. This does not necessarily affect its right to apply to the court for its reinstatement.
Deletion of the word LTD
Assigning the power of deletion of the word LTD to the Registrar (Previously the engagement of the Ministry of Energy, Commerce, Industry and Tourism was demanded)
Allotment of Shares
Abolition of the obligation to attach a contract where the allotment of shares of a private company are paid in part or in full (HE12).
Subject to the latest amendments, each company must have a sole secretary. This however does not affect the appointment of an assistant secretary.
Objection to company deletion from the ROC and Reinstatement of a company
A company may be struck off due to reasons like non-compliance with submission of Annual Returns and Financial Statements, failure to pay annual levy etc. There is a new specific type of objection available to the company, its members or its creditors in case either one wishes to object to its name deletion from the Registrar registry.
Pursuant to the latest amendments, any of the company’s creditors is entitled to request the reinstatement of the company’s name back to the Registrar registry through the submission of a court application.
Furthermore, a new type of application form is available where a company wishes to withdraw its own application for the strike off of the company.
Registrar Online Gazette
The creation of an electronic/online newspaper maintained and managed by the Registrar, will allow the public to access the published information in chronological order on the website of the Registrar.
Abolishment of variable fee
The fee of 0,6% paid upon the registration of a company is abolished resulting to the reduction in the cost of registration of a company. The ultimate goal of this legislative reform is to improve Cyprus’s competitiveness as an international business centre.
The fee of 0,6% paid on the difference after an increase in the company’s nominal/authorised capital is abolished.
Fines imposed on default
A new provision was implemented introducing the imposition of an administrative fine for late filing, applicable as from the 18th of December 2019, applying to the below mentioned notifications with the Registrar. This administrative fine shall amount to €50 plus €1 every day onwards counting from the day the deadline was exceeded and shall not exceed €250 for each default. The fine will be imposed on late filings of the below notifications:
· Notification in relation to the allotment of shares;
It is further clarified that, in the event that the approval of the court is required granting its relief in case of non-submission of the required documents for the allocation of share within the specified deadline, the above fine shall be imposed until the day of filing the requested relief from the court.
· Notification in relation to the change of the company’s registered office
· Notification in relation to the transfer of shares;
· Notification in relation to the change of the company’s directors and or their details.In the event of late filing of the company’s annual return, the Registrar shall impose an administrative fine amounting to €50 plus €1 for every day onwards counting, up to 6 months from the day that the deadline was exceeded. Following the 6 months, the Registrar shall impose an extra fine of €2 for every day onwards counting. This fine however, will not exceed the amount of €500 for each default.