The Companies (Amending) (No.4) Law of 2015, (N.89(I)/2015) has taken effect and aims to modernize the Companies Law. We summarize below the most important amendments that have been introduced to the Cyprus Companies Law.
The Amended Law has simplified the procedure:
- by removing of the Registrar’s handwritten signature during the certification of the company registration, charge registration, copy of the court order and delivery of the court order
- by delegating the power of authorization to other officers in the Department of Registrar or Companies and Official Receiver
- by introducing of a seal to certify documents and delegating of the Registrar’s signing authority at any time, not just in his absence
- by simplifying the objects to be recorded in the memorandum of trading companies and introducing the term of a ‘trading company for general purposes’ on the basis of which the company may carry out any work, business or profession
- by simplifying various forms
- by increasing of the minimum number of shareholder members to include any member in the employment of any subsidiary or any holding of the company and/or any subsidiary company of the holding of the company.
The Amended Law has also enabled the Registrar of Companies to issue circulars with which it may clarify:
- the manner of certifying documents which are delivered to the Registrar
- the procedures of confirmation of the authorisation of persons delivering or submitting documents
- the procedures of identification and/or confirmation of the identity of the persons delivering or submitting documents
- the minimum particulars or accompanying documents which are considered as mandatory under certain conditions by the Registrar, during the delivery, filing or notice to the registrar of any particular or document
- the reasons for rejecting a company’s name.
The aforementioned circulars of the Registrar of Companies are published on the official website of the Department of Registrar of Companies and Official Receiver and shall be placed in a conspicuous place at its office.
Moreover, the Amended Law has facilitated the electronic submission of documents:
- by introducing the certification and/or validation of documents by electronic means e.g. electronic seal
- by introducing a provision for holding a directors’ or a general director’s meeting at a distance and by electronic means.
Also, the Amended Law has strengthened the enforcement powers of the Registrar to ensure adequate updating of information:
- by clarifying the legal obligation of the company/director/receiver for delivering documents to the Registrar of Companies
- by clarifying the enforcement power of the Registrar to register (and publish) the data submitted
- by introducing of the provision of the legal obligation to notify the Registrar as per data for which there is currently no provision, e.g. payments for shares after their issue.
Further, the Amended Law has strengthened the enforcement powers of the Registrar for de-registration of non-compliant companies:
- by clarifying the timeframe within which a company is legally obliged to deliver the annual return so as to enable Registrar to easily determine when a company has become non-compliant
- by clarifying the legal obligation of a company to prepare an annual return once every calendar year
- by clarifying of the documents that need to be delivered and attached to the annual return through the clarification of their correlation to the timing the documents presented at the relevant general meeting
- by abolishing of the provision “ipso jure” reinstation on the register of companies, following payment of the relevant fee
- by clarifying that the Registrar will proceed with the de-registration of companies in case of default in settling the annual levy for one year, through publication and delivery of a notice to the company.
