Cyprus: Amendments To The Companies Law (Cap.113)

Last Updated: 4 March 2019
Article by S. Evangelides & Partners

The most recent amendments to the Cyprus Company Law Cap. 113 (the “Law”) aim to further modernize the current legal regime. The amendments, which took effect on 18 December 2018 include amongst others, the following:

Late filing penalties are now being imposed, so as to encourage the submission of information on companies to the Registry kept by the Registrar of Companies within specific timelines. For example, a penalty of EUR 50 and an additional charge of EUR 1 for each day of continuation of the delay in the first 6 months and a further financial charge of EUR 2.00 for each day of continuation of the delay with a maximum total penalty of EUR500 for each delay, will be imposed on any company that fails to submit an annual return within the time frame provided by the Law.

Capital duty on the nominal value of the increase of a company’s share capital has now been abolished, encouraging the incorporation of companies and the injection of funds into existing companies and reducing the cost of doing business and creating prospects for new business and/or investments in Cyprus.

By the introduction of the new amendments, the Registrar of Companies will now be stricter in relation to the deadlines prescribed by the Law as certain time restrictions within the Law which were not “applicable” in practice until now, will need to be followed. This means that the Registrar of Companies will impose penalties on any company that fails to submit the necessary filings within the relevant time limits as provided by the Law. For example a penalty of EUR50 and an additional EUR1.00 for each day of continuation of the delay with a maximum of a total penalty of EUR250 for each delay is now imposed on the late submission of the forms relating to the allotment of new shares, the change of registered office, the transfer of shares and the change of the company’s officers or their details.

In relation to the strike-off procedure of a company, being a fast track option to wind down a company, a clarification has been added in the Law stating that before a company is able to proceed with its strike off, it is under an obligation to fulfill its obligations pursuant to the Law and thus it should submit all its annual returns, pay all relevant fees regarding keeping the company on the register up to the date of submission of the request for strike off, and also pay all charges and/or default fines that had arisen and/or imposed, prior to the date of submission of the request for strike off.

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.

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