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Cyprus Company Restoration

Restoring a Company by Court Order

A company that has been struck off from the companies register, either voluntarily or involuntarily, can be restored and considered to have continued in existence as if its name had not been struck off.

Any interested party, a director or shareholder  of the company or any creditor or anyone who incurred loss or damage before the company’s strike off may by submitting an application to the Court, request for a company to be restored. The request must be submitted before the expiration of a period of twenty  years from the date the company was struck off.

The Court, upon satisfaction that during the time of its strike off the company carried out business or operated, or that it is otherwise just that the company be restored to the register, will issue a court order restoring the company to the companies register.

The Court may also order, the submission of all pending documents for updating the companies register and, payment of overdue fees to the Registrar of Companies.

Fees

Restoration cost is around £2,000 plus VAT (includes legal and court fees) PLUS:

Government Duties:
€350 for current year.
€490 per year for each previous year outstanding.

Provided that the Registrar of Companies is satisfied that all, relevant to the circumstances, legal requirements have been met, he will proceed to restore the company, update the companies register and make the relevant publication in the Official Gazette of the Republic of Cyprus.

Following the restoration of the company’s name on the companies register, the company is considered to have continued in existence as if its name had not been struck off.

A Cyprus company which has been struck off the register of companies can be reinstated, depending on the circumstances, either by an application directly to the Registrar of Companies or by an application to the District Court.

Registrar of Companies (Section 327A of the Cyprus Companies Law)

The recent amendment to the Cyprus Companies Law entitles any member or director to apply to the Registrar of Companies and request the re-in-statement of the company without the need to first obtain a Court order.

Upon receiving an application, the Registrar of Companies will reinstate the company if the following conditions are met:

  • the application was made within 24 months of the company being struck-off
  • at the time of the strike-off the company was carrying on business
  • the company is up to date with all filing requirements
  • the company has paid all fees, levies, penalties and fines due to the Registrar of Companies
  • the reinstatement fee has been paid
  • the Registrar of Companies has good reason to believe that the strike-off has caused a disadvantage to the applicant

If the Registrar is satisfied that the above conditions have been met, he will reinstate the company and his decision will be published in the official Cyprus government gazette

District Court

If the above cannot be satisfied, or if the applicant is a creditor, an application can be made to a court requesting an order of the reinstatement of the company.

Generally, a court will exercise its discretion to restore a company to the register, if:

(a) it is satisfied that the company at the time of being struck off carried on business or
(b) it considers that it is just that the company be restored to the registry.

If it can be demonstrated that the company has potential value to its shareholders or to third persons, the court will generally exercise its discretion in favour of reinstatement.

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.

The company, any of its members or creditors can file to the Court a petition within twenty (20) years from the publication of the relevant notice in the Official Gazette of the Republic of Cyprus.

If the Court accepts the petition, it issues an Order for the restoration of the company. An official copy of the aforementioned Order has to be delivered to the Registrar that will reinstate the Company in the registry.

Furthermore, it will be a condition/requirement by the Registrar of Companies, upon acceptance of the petition by the court, to submit all pending financial statements, audited accounts, annual returns and any pending company levies to the Registrar of Companies for the reinstatement to be successful.