As part of the Cypriot Government’s continuous effort to maintain Cyprus’ reputation as a global financial centre, the Cyprus’ Council of Ministers issued a Decision on 15/04/13 whereby it was resolved that the Cyprus Government may grant the Cypriot Citizenship to foreign business persons and investors on the basis of exemption, provided that foreign applicants satisfy certain financial and other criteria. A successful application for the Cyprus Citizenship means that the applicant can enjoy all free movement benefits that apply…
Cyprus Company Law permits the so called “re-domiciliation” process allowing a company to transfer its “seat” of incorporation into or out of Cyprus (Companies (Amendment) Law of 2006, Law No. 124(I)/2006). Foreign companies that choose to transfer their domicile to Cyprus are able to do so without winding-up their business or legal entity and are able to benefit from the advantageous tax regime that Cyprus offers.CONDITIONS FOR A COMPANY TO BE RE-DOMICILED IN CYPRUS For a foreign company to apply…
Introduction. The taking of security over shares in a Cyprus limited liability company (the “Company”) is governed by the Cyprus Company Act, Cap 113 (“Cap 113”) and the Cyprus Contract Law, CAP 149. The taking of such security over the shares in a Company (the “Pledged Shares”) is usually in the form of a pledge agreement (the “Share Pledge Agreement”) executed between the registered owner of the Pledged Shares (the “Pledgor”) and the individual or legal entity in whose favor…
General The general principle under Cyprus Law is that any act beyond the company’s legitimate powers (as these are provided in the Memorandum and Articles) is ultra vires and void ab inition. But if a transaction is entered into by a director which is beyond his powers (i.e. ultra vires) but within the powers of the company these can be ratified by a resolution of its members. The Memorandum and Articles of Association of a company registered in the Republic…
In July this year Cyprus has taken action to implement the Directive 2007/36/EC of the European Parliament by transporting it into the Cyprus Company Law, Cap 113, by virtue of the Amendment Law N.60(I)/2010. The new provisions in the law have introduced new rights for the shareholders of publicly listed companies for, inter alia, attending and voting at general meetings from a distance as well as having access to relevant information and raise questions. They also aim to facilitate the…
A company incorporated outside Cyprus may establish a branch or representative office in Cyprus provided that within one month from the date of such establishment it registers itself as an overseas company with the Cyprus Company Registrar. This does not amount to the creation of a new legal entity in Cyprus; the entity incorporated abroad simply has a branch, through the overseas company, in Cyprus and may operate through it for its international activities. Overseas companies (or “branches” as most…
Under Cyprus Law, every company, limited by shares must have at least one shareholder. Even though the Cyprus legislation does not permit for bearer shares to be issued it is possible to obtain absolute secrecy of the identity of the shareholders though nominee or fiduciary arrangements. In such an instance the shares may be held by nominee, either individuals or companies, in trust for the beneficial owners without public disclosure of the ultimate owner’s identity. Lawyers and accountants, as well…
It has been a long established rule that a Cyprus company must have a corporate seal which must be kept at the registered office of the company under the custody of the company secretary as shall be directed by the Board of Directors. Even though there is no specific provision in the Cyprus Company Law, Cap 113, providing for a compulsory obligation for each Cyprus company to have a common seal nor is there any such requirement from the Cyprus…
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