Under Cap. 113, the Registrar of Companies may remove from the Register any company which appears not to be doing business and is not operation. The Registrar of Companies may struck off a company at the request of its Directors, which is delivered to the Registrar of Companies in the specified form and provided that the company has fulfilled its obligations arising from the Law or in case the company fails to the annual levy.
Strike off of an inactive company
When the Registrar of Companies has reasonable cause to believe that a company does not carry out any business or is in operation, he may send to the registered office of the company a letter by post.
In the event that the company does not respond within one (1) month from the date of that letter, the Registrar will send a second letter to the company within fourteen (14) days, by which a further deadline of one (1) month will be given to respond.
If the company omits to respond within the specified timeline, the Registrar of Companies will proceed with the publication in the Official Gazette of the Republic, of a notice that three (3) months from the publication date, the company will be struck off the companies register.
Strike off for default in payment of the annual fee
If a company omits to pay the annual fee for a period of up to one (1) year, from the date when this becomes payable, the Registrar of Companies publishes in the Official Gazette notice and sends to the registered office of the company a relevant letter by post, informing the company that after three (3) month from the date of publication, the name of the company will be struck off the companies register.
If the company fails to proceed with payment of the annual fee and of the relevant penalties, at the expiration of the period of three (3) months from the date of publication and, providing that no objection to the company’s strike off is filed, the company is struck off the companies register, the act is published in the Official Gazette of the Republic of Cyprus, and the status of the company on the register is updated.
Following the expiration of the period of three (3) months from the date of publication and, providing that no objection to the company’s strike off is filed, the company is struck off the companies register, the act is published in the Official Gazette of the Republic of Cyprus and, the status of the company on the register is updated.
Strike off for failure to make statutory filings
If a company omits to file with the Registrar of Companies any document required under the Companies Law, the Registrar of Companies may send a letter to the company requesting the submission of the overdue document.
In the event that the company omits to comply with the request of the Registrar of Companies, the Registrar may, within six (6) months from the date of the letter, strike the name of the company off the companies register, by publishing a relevant notice in the Official Gazette of the Republic.
Subsequently, the Registrar proceeds with updating the status of the company on the register.
Strike off by the shareholders and the directors
The process is usually initiated by the shareholder(s) of the Company. The Company Director must provide confirmation that the Company has no assets or liabilities. Together with the confirmation statement, audited financial statements must be prepared up to the date of termination of business showing that the Company no longer carries on business and has no assets or liabilities. The Company must also close all operative bank accounts and to settle all tax and other obligations (including payment of the payment for any pending year) with the relevant authorities. If registered with the V.A.T. Department, it must apply to de-register from the V.A.T. Registry as well. Thereafter, depending on the Articles of Association the Directors or the Shareholders should pass a resolution resolving the termination of business and closing down the company,
Then the Directors submit the HE60 form, to the Registrar of Companies requesting the Registrar to strike off the Company from the Company Registry under section 327 of the Companies Law Chapter 113.
Objection to strike off
During the period in which a company is in the process of the three (3) month notice for strike off, and before the expiration of that period, the company or any member or creditor, may submit to the Registrar of Companies an objection to strike of.
The objection to a company’s strike off can be submitted to the Registrar of Companies by hand/post, in the form of a letter, stating the reasons for the objection and the applicant details.
What happens after strike off
Following the strike off from the companies register, the company is dissolved and all its assets, as well as the rights it possessed before its dissolution (other than assets held by the company on trust for another person), are considered bona vacantia and belong to the Cyprus Republic.
The liability, if any, of the directors, any officer and any member of the company, continues to exist even after the company’s strike off and, may be executed as if the company had never been dissolved.
Any interested party (i.e. company or any member of the company, or creditor) that is dissatisfied from the strike off of a company, or has sustained loss or damage before the company’s strike off, can request for the restoration of the company by applying to the Court, up to a period of twenty (20) years from the date of the company’s strike off.
This guide contains information for general guidance only and does not substitute professional advice, which must be sought before taking any actions.