The term “reverse merger” refers to a reorganisation whereby a subsidiary company absorbs the assets and liabilities of its parent holding company. With the approval of the merger, the parent company is being dissolved without being placed into liquidation and the subsidiary company continues to exist with direct shareholders, the persons who previously held the…
In light of the recent Judgement of the Court of Justice of the European Union (CJEE) in joined cases C-37/20 and C-601/20, of November 22, 2022, access to the Register of Beneficial Owners for the general public was suspended as of the 23rd of November 2022. According to the above-mentioned Judgement of the CJEE, Article 1,…
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…
We are often approached by clients who wish to simplify their corporate structures, with the question whether it is best to opt for a merger between their group companies, or the liquidation of companies which no longer they wish to keep alive. As usually it is the case with legal questions, there can be no…
A shareholders’ agreement is a private agreement between shareholders which determines the manner in which shareholders exercise their rights with respect to the shares in the company or the rights attached to the shares in the company. The law governing companies incorporated in Cyprus is the Companies Law Cap 113 (the “Companies Law”), which covers…
In order for a company to be registered, the name under which it is proposed to be registered must have been previously approved by the Registrar of Companies and Official Receiver (hereinafter the “Registrar”) after submitting a relevant application. According to the Companies Law Cap.113 the proposed name to be approved by the Registrar certain…
The Legal Framework Insolvency matters in Cyprus are governed by the Bankruptcy Law Cap.5, which deals with the bankruptcy of natural persons, and the Companies Law Cap.113, supplemented by the Companies (Winding Up) Rules and certain provisions of the Bankruptcy Law which regulate the insolvency of legal persons. In 2015 the Cypriot Insolvency Law has…
Possibility to remove current liquidator and possibility to appoint an additional liquidator in the procedure of creditor’s voluntary liquidation. Based on Section 277 of the Cyprus Companies Law, Cap.113, the creditors and the company at their respective meetings may nominate a person to be liquidator for the purpose of winding up the affairs and distributing…
A company may enter into the procedure of the voluntary liquidation by its creditors when it cannot pay its debts. This procedure’s objectives are the distribution of the insolvent company’s assets between its creditors and the company’s dissolution. The directors of the insolvent company shall prepare a statement of their position on the company’s affairs,…
Procedure of re-domiciliation of a Cyprus Company out of the Republic of Cyprus. Application for re-domiciliation abroad A Cyprus company registered under the provisions of the Companies Law, Cap. 113 may apply to a foreign country to be registered and continue its existence under that legal regime provided that the following has been obtained: (a)…