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Cyprus Companies Law (Cap. 113) Amendment

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This is an update regarding the recent amendment of the Cyprus Companies Law (Cap 113), published in the official gazette on 19/6/2015. The main changes are the following:

Objects Clause
A private company limited by shares may avoid the long and detailed objects clause traditionally used (in order to avoid the effects of the ‘ultra vires’ rule) and adopt a general short-form objects clause in the memorandum of association which provides that the object of the company is the conduct of any business as a general commercial company ('conduct any activity, trade or business').

Number of Shareholders in a Private Limited Company
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. Prior to this amendment, only employees and ex-employees of the company were disregarded.

Payment of any amount of any unpaid or partly paid shares
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
Annual Return must be sent to the Companies Registrar within 28 days of the made-up date.

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

Increase of the amount of a registered charge
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.

Cross-border merger – Registered Charges against the dissolving company
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
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
Board 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 Board Meeting is considered to be the place where the minutes have actually been taken.


A.I.Kitsios LLC
29 June 2015

PRESS ROOM