Cyprus Companies Law (Cap 113) – Company Law

Cyprus Companies Law cap 113 defines all laws and regulation for companies incorporated in Cyprus. You will find below the key extracts from the Cyprus Companies Law along with the full act.

Company Name  

No company shall be registered by a name which in the opinion of the Council of Ministers is undesirable.

Where it is proved to the satisfaction of the Council of Ministers that an association about to be formed as a company is to be formed for promoting commerce, art, science, religion, charity or any other useful object, and intends to apply its profits, if any, or other income in promoting its objects, and to prohibit the payment of any dividend to its members, the Council of Ministers may by licence direct that the association may be registered as a company with limited liability, without the addition of the word “limited” to its name,

Registered Office and Registered Agent

A company shall, as from the day on which it begins to carry on business or as from the fourteenth day after the date of its incorporation, whichever is the earlier, have a registered office in the Republic to which all communications and notices may be addressed.

If default is made in complying with this section, the company and every officer of the company who is in default shall be liable to a default fine.

Memorandum of Association

The memorandum of every company must state:

• in the case of a private company, the name of the company together with the word “limited” or “ltd” or the Greek equivalent
• the objects of the company.

The memorandum of a company where limited by shares or by guarantee must state that the liability of its members is limited.

In the case of a company having a share capital the memorandum must also state the amount of share capital with which the company proposes to be registered and the division thereof into shares of fixed amount also no subscriber of the memorandum may take less than one share

Directors

Every company registered on or after the commencement of this Law, other than a private company, shall have at least two directors, and every company registered before that date (other than a private company), and every private company, shall have a director.

Shareholders

If, in the case of a company the share capital of which is divided into different classes of shares, provision is made by the memorandum or articles for authorising the variation of the rights attached to any class of shares in the company, subject to the consent of any specified proportion of the holders of the issued shares of that class or the sanction of a resolution passed at a separate meeting of the holders of those shares, and in pursuance of the said provision the rights attached to any such class of shares are at any time varied, the holders of not less in the aggregate than fifteen per cent of the issued shares of that class, being persons who did not consent to or vote in favour of the resolution for the variation, may apply to the Court to have the variation cancelled, and, where any such application is made, the variation shall not have effect unless and until it is confirmed by the Court.

Company Secretary

Every company shall have a secretary and a sole director shall not also be secretary: Provided that in the case of a limited- liability company with one and only member, the sole director may also be the secretary

Share Capital

The Cyprus Companies Law (Cap. 113) does not determine a minimum share capital for private companies limited by shares.

Certificate of Good Standing

A Cyprus Certificate of Good Standing is issued by the Department of the Registrar of Companies in Nicosia. The certificate certifies that a Cyprus company is in Good Standing and is duly signed by the Registrar of Companies and includes the date of incorporation, the full company name, company registration number and states that the company is still registered in Cyprus.

Company Restoration

If a company or any member or creditor thereof feels aggrieved by the company having been struck off the register, the Court on an application made by the company or member or creditor before the expiration of twenty years from the publication in the Gazette of the notice aforesaid may, if satisfied that the company was at the time of the striking off carrying on business or in operation, or otherwise that it is just that the company be restored to the register, order the name of the company to be restored to the register, and upon an office copy of the order being delivered to the registrar for registration the company shall be deemed to have continued in existence as if its name had not been struck off; and the Court may by the order give such directions and make such provisions as seem just for placing the company and all other persons in the same position as nearly as may be as if the name of the company had not been struck off.