The amendments came in effect as from 19th of june 2015 with the aim to modernize several key provisions and facilitate cyprus corporate. Part i incorporation of companies and matters incidental thereto memorandum of association 3. Differences between private and public companies in cyprus. Cyprus legal system is based on english common law, with civil law modifications. Criminal law is a set of legal regulations that determine the actions that society condemns. The cypriot companies, both private and public operate under the provisions of the cyprus companies law, cap. The second method is a members voluntary winding up under sections 268 to 274 of the companies law, cap. Cyprus public audit oversight board legal framework.
The amendments came in effect as from 19th of june 2015 with the aim to modernize several. The operations of a cyprus company can be performed without the need for a fullyfledged office in cyprus. The annual return provides a snapshot of general information about the company, including details of the shareholders, directors, company secretary, registered office and share capital, and must be filed together with the audited financial statements of. The amendments to the companies law cap 1 the house of representatives has approved the amendment to the companies law cap 1 by passing the law 51. Conditions to be met for the company to hold its own shares. Links provide access to primary documents, legal commentary, and general government information about specific jurisdictions and topics. The relevant legislation, the cyprus companies law, cap. Amending law 4 of 2015 introduced important innovations to cyprus companies law cap.
Limited liability company limited by shares cyprus law. The audit of small and dormant companies will now also be mandatory companies. In the context of acquisitions of cyprus private companies, the main legislation which is applicable is the cyprus companies law, cap 1 and cyprus contract law, cap 149. Oct 05, 2014 in order to set up a cyprus company, the first step is to obtain approval of the required name from the registrar of companies, which can be arranged for you in a matter of days.
Within the framework of the legislative reform and reorganization of the cyprus registrar of companies, the cyprus government has proceeded to the following amendments in the cyprus companies law cap 1. Dissolving a cyprus company voluntarily cyprus accountants. Amendments to the companies law cyprus lawyers, cyprus law firm. A number of these have already come into force, whilst others will apply gradually. A public company, unlike a private one, may buyback its own shares subject to the limitations as specified by the companies law section 57af of the companies law. The mechanism of redemption of shares under the companies. The registered office is the place where official document can be served to the company. The companies law, cap 1 cyprus international businesses. Cyprus companies involuntary strikeoff by the registrar. The companies law was amended by law 97i and the provisions of the amending law are the result of the transposition of the eu accounting directive 2034eu into domestic law. For example, when you register a company in cyprus you can have documents on your desk within 48 hours and often in as little as 24 hours.
The department of it services is not responsible for content on external webpages. Bill entitled law amending the companies law short title cap. In cyprus, there are two main methods of dissolving a company voluntarily. Cyprus companies increase or reduction of share capital. Foreign noncypriot companies to redomicile to cyprus. The most common forms of business entity used by foreign investors to conduct business in cyprus are a limited liability company, a branch of an overseas company, a partnership and a sole proprietorship. The publication at hand by the office of the law commissioner is an english translation and consolidation of the companies law cap. Cyprus companies law recent amendments the law amending the companies act, cap 1, number 4, of 2015 has been passed by the cyprus parliament. May 29, 2019 on 18 december 2018, a number of statutory amendments on the cyprus companies law, cap. General meetings and types of resolutions under cyprus companies law, cap. This guide to law online cyprus contains a selection of cypriot legal, juridical, and governmental sources accessible through the internet. Cyprus offshore zones offshore and international law gsl. The legislation and procedure relating to winding up of legal entities is set out in the companies law, cap.
General meetings and types of resolutions under cyprus. However, if the management of the company decides to submit the financial documents on an electronically basis, the provisions of the cyprus company law specify an extended period of 3 months from the abovementioned date. Setting up and maintaining a cyprus company 4 part a establishing a cyprus limited liability company 1. A public company must file a statement in lieu of a prospectus before the first allotment of its shares in case a prospectus was not issued, while a private company does not. Liquidat ion of a cyprus company the legislation and procedure relating to winding up of legal entities is set out in the companies law, cap. Under section 203 of the law the two main types of winding up procedure are voluntary liquidation and liquidation by the court. The amendments came into effect from the 19th of june 2015. The law amending the companies law cap 1 number 4, has been passed by the cyprus parliament. The cyprus limited liability company the law relating to registered companies is the cypriot companies law, cap 1 of the laws of cyprus, as amended the companies law, which is almost identical to the united kingdoms former companies. T he cyprus companies law cap 1 has been amended to transpose the eu accounting directive 2034eu into domestic law with effect from september 23 2016 one of the most important changes is the abolition of the exemption from audit that was previously available to small or dormant companies. Additionally, the firm is able to provide services in the creation and management of trusts and.
The registered office of the company will be situated in cyprus. Cyprus nonregistration of registrable charges mar 16, 2011 as a general rule, a charge created by a cyprus company conferring security on the companys property or undertaking constitutes a charge registrable under section 90 of the companies law cap 1. Subscription, acquisition or holding shares through subsidiary. According to section 170 of the cyprus companies law, cap. Recent changes to cyprus companies law and to the auditors. In cyprus the companies law, cap 1 was enacted in 1951 and it is a verbatim reproduction of the british companies act 1948. The second method is a members voluntary winding up under sections 268 to 274 of the. The annual return form he32 is a statutory document that cyprus companies must submit to the company registrar each year ref. Obligation of company to transfer shares acquired in contravention of this law. All cyprus companies must submit their audited financial statements or unaudited when the company law exemptions apply to the registrar of companies together with their annual return he32. Recent developments in cyprus companies law pwc cyprus.
On 19 june 2015, the cyprus parliament enacted amendments to the cyprus companies law, cap 1the law in order to make the workings of the law more streamlined and business friendly. In 2016, the house of representatives approved the amendment to the companies law cap. To comply with eu regulations 2034ee recent amendments to company law cap 1 have been enacted as at 23092016 with the implimentation of law 97i2016. Llc is a cyprus law firm specialising in corporate, banking and commercial law with the capability of providing a full range of legal services delivered at utmost standards to clients throughout the globe, either through its advocates and legal consultants, or through its network of professional law representatives worldwide. According to the article 327 of the companies law cap. Our clientele includes professional intermediaries such as financial advisors, international law firms, business consultants and international tax advisors. These innovations are aimed at simplifying processes and increasing competitiveness. The cyprus bar association is the governing authority and companies are regulated under the cyprus companies law, cap.
Recent developments relating to cyprus companies alexandros. The regulations contained in table a of the companies law, cap. The cyprus public audit oversight board is the independent oversight authority responsible for the supervision of the audit profession in cyprus. The companies law english translation and consolidation of cyprus republic. Liquidation of a cyprus company may 2015 methods there are two main methods of dissolving a cyprus company. All companies carrying commercial activities in cyprus are required to submit their financial statements and tax returns no later than 31st december. The office of the law commissioner 4 chapter 1 companies arrangement of sections section 1.
Information published relating to company officers upon registering your company in cyprus, company officers name will appear in the business registry, however, nominee services are available. Aug 24, 2017 t he cyprus companies law cap 1 has been amended to transpose the eu accounting directive 2034eu into domestic law with effect from september 23 2016 one of the most important changes is the abolition of the exemption from audit that was previously available to small or dormant companies. Criminal law aims at protecting society and to dishearten such acts, by imposing punishments on individuals conducting those actions. Several changes have been noted, however, we set out below some of the most important ones for informative purposes. Furthermore, provided certain conditions are met, the cyprus companies can proceed with changes to their share capital. Printed at the printing office of the republic of cyprus price. Cyprus company law cyprus companies law chapter 1 defines all laws and regulation for companies incorporated in cyprus. Business entities cyprus law digest the ultimate guide. Prohibit any public subscription to shares or debentures.
Note that titles which are in greek only have been given an informal tranlsation in order to include them in the portal. A criminal wrong describes an action that inexcusably and unacceptably threatens or causes considerable damage to individuals or the general public. The cyprus company law has its sources in the british companies act 1862, which was replaced by the companies act 1947, which in turn was replaced by the companies act 1948. In 2012 the cyprus parliament passed a law regarding the annual levy on cyprus companies. What is the procedure for the incorporation of a cyprus company. Right of the company to purchase or acquire its own shares. The cyprus redomiciliation legislation was enacted on the 28th of july in 2006 enactment law 124i2006, as an amendment to the companies law cap.
The cyprus company law requires the presence of the registered office of the company in the territory of the republic of cyprus. Cyprus company law is regulated by the companies law, cap. You will find below the key extracts from the cyprus companies law along with the full act. Recently it has been amended to incorporate european union directives. Cyprus companies law cap 1 defines all laws and regulation for companies incorporated in cyprus. Appointed by the government of cyprus the government printers of this edition oj laws within, the meaning of the evidence colonial stntufes act. No company shall be registered by a name which in the opinion of the council of ministers is undesirable. Shareholders the shareholders of a cyprus company may be natural or legal persons and may be residents andor nationals of. For these purposes, a company is considered to be unable to pay its debts when the company is indebted with a sum total exceeding 854. Reduction of capital in a cyprus company the relevant legislation is cyprus companies law, cap. The easiest and cheapest method is the strike off method under section 327 of the companies law cap. These laws are rooted in their respective english law and were adopted in the same form as existed prior to independence. Recent developments in the cyprus companies law cap 1.
This amending law introduces both substantive and technical. The amendments to the law broadly fall into three categories. The firm conducts a practice in the fields of corporate and commercial law and, in particular, the formation and management of international business companies in cyprus and other jurisdictions. From 2016 onwards all companies in cyprus, including smalldormant companies, are subject to statutory audit and the exception. It makes significant changes to the companies law and updates several of its provisions. The board of directors of a cyprus company is the administrative body responsible for the day to day management of the company. Agp law firm cyprus companies involuntary strikeoff by the. The mechanism of redemption of shares under the companies law, cap. The main body of the law is in force since 1952 and it was an exact copy of the companies act 1948 of the uk.