Amendments to the Cyprus Companies Law

This law introduces several important amendments to Company Law. Some of the new provisions include: The main changes are as follows:  

·       A company can be registered as a general commercial company able to work in any line of business without the need of having to include all details relating to the line of business in the Memorandum of Association.

·       Employees and ex-employees of a company’s holding and/or a subsidiary company/ies, or of a subsidiary company of its holding company, as the case may be, will be disregarded for the purpose of counting the number of shareholders of a private limited company which is limited to 50.

·       In case of payment of any amount of any unpaid or partly paid shares to the company, the company must notify the Companies Registrar within one month. Every officer of the company responsible for the failure to notify the Companies Registrar on time, will be fined with a daily penalty of up to €427.

·       Annual Return must be sent to the Companies Registrar within 28 days of the made-up date.

·       The Articles of Association may provide for a higher majority threshold to pass a resolution than the threshold required under the Companies Law.

·       Amendment of a registered charge, by which the amount of the charge secured is increased, will not affect the priority of the initial amount secured.

·       If a surviving company of a cross-border merger is regulated under the Cyprus Companies Law (Cap. 113), any charges registered against the dissolved company registrable under the Cyprus Companies Law must be registered at the Cyprus Companies Registrar within 42 days of the effective date of the cross-border merger.

·       General Meetings may take place by means of telephone conference or by any other means of communication, except as otherwise provided by the company’s articles of association. The place of the General Meeting is considered to be the place where the minutes have actually been taken.

·       Board meetings can take place via telephone conference and/or other means of similar nature. This is considered sufficient and the meetings will be considered to have taken place at the location of the  person who was taking the minutes.

·       The Companies Registrar can strike off a company which has not paid the annual levy after one year since the due date or following an application of the directors.