COMPANIES LAW: Amendments

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COMPANIES LAW: Amendments

Since June 2015 the Cyprus Parliament has introduced the following new amendments to theCypruscompanies Law CAP 113 and the changes may be summarized as follows:

  1. Memorandum 

A company may be incorporated as a general commercial company with power to carry on any trade or business and to do all such things as are incidental or conducive to this, rather than having a detailed objects clause in its memorandum of association;

  1. Registered Charges

Where security documents are amended to increase the amount secured, the amendment regarding the increase of the secured amount is registered without affecting the priority of the initial charge;

  1. Time of registration of Charges

A time limit of 42 days from the date of creation of the charge is allowed for registering a registrable charge created outside Cyprus which includes property situated outside Cyprus, in line with the existing practice of the Registrar of Companies;

  1. Pledge of shares not a registrable Charge

The law makes clear that a pledge of share certificates, assignment of rights which are attached to shares of companies or any other charge over share certificates do not constitute a registrable charge;

  1. Foreign companies / transfer of seat to Cyprus obliged to register any existing registrable charges

Foreign companies that transfer their seat to Cyprus with the intention of continuing there are obliged to register any registrable charges that existed prior to the registration of the company as a company continuing in the Republic of Cyprus within 42 days from the date of the temporary continuation certificate;

  1. Cross Border Merger / Charges must be registered on the surviving company

In the case of a cross border entity, where the surviving entity is an entity which is subject to the Companies Law, then any registrable charges which were registered against the entity which was dissolved due to its merger must be registered anew within 42 days from the date when the cross border merger became effective;

  1. Board Meetings

A board meeting can take place via telephone conference or other similar means, and will be deemed to have been held at the location where the person who was taking the minutes was physically located;

  1. Shareholders Resolution / Articles of Association may stipulate larger majority

The articles of association of a company can stipulate a larger majority for a shareholders' resolution to be passed than the majority specified in the Companies Law;

  1. Strike off / Annual Levy / Default of Payment

The Registrar of Companies can strike off a company following an application of the directors or in the event that the company does not pay its annual levy within one year from the due date; and

  1. Availability of documents in electronic form by the Registrar of Cyprus Companies

Certain types of documents and returns submitted to the Registrar of Companies from 1 January 2007 onwards will be stored in electronic form by the Registrar of Companies and made available to the public in that form.

The changes are in effect as from 19th June 2015.