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We would like to inform you that the Companies (Amending) Law (No.3) of 2018 which was published in the Official Gazette of the Republic on 18 December 2018 introduced certain changes to the law, some of which are enforceable as of the date of publication of the amending law whereas others are enforceable by the end of the year 2019 or upon further announcement of the Registrar of Companies (ROC).
In case where a company decides to change its name, the ROC must be notified within 15 days from the date of the relevant decision.
A company may request the reinstatement of its name back to ROC’s registry by applying directly to the ROC within twenty-four (24) months from the date of deletion. This does not necessarily affect its right to apply to the court for its reinstatement.
Private companies are excluded from the obligation to attach the relevant contract in case where an allotment of shares is paid in kind (whether partly or in full). Public companies are not excluded from such obligation.
Subject to the latest amendments, each company must have a secretary. This however does not affect the appointment of an assistant secretary.
A company may be struck off due to reasons like non-compliance with submission of Annual Returns and Financial Statements, failure to pay annual levy etc. There is a new specific type of objection available to the company, its members or its creditors in case either one wishes to object to its name deletion from the ROC’s registry.
Pursuant to the latest amendments, any of the company’s creditors is entitled to request the reinstatement of the company’s name back to the ROC’s registry through the submission of a court application.
Furthermore, a new type of application form is available where a company wishes to withdraw its own application for the strike off of the company.
The creation of an electronic/online newspaper maintained and managed by the ROC, will allow the public to access the published information in chronological order on the website of the ROC.
For example, the announcement in relation to the strike off of a company shall be published in ROC’s online gazette, instead of the Official Gazette.
As of 18 December 2018, the fee of 0,6% paid upon the registration of a company is abolished resulting to a decrease in overall company formation expenses. Furthermore, the same shall apply upon the increase of a company’s authorized share capital.
The Companies (Amending) Law (No.3) of 2018 imposes certain fines in case where a company makes default in delivering to the ROC any document required by the law. Changes affect the following matters:
|Allotment of Shares*||1 month as of date of resolution||€50 plus €1 for each day during which the default continues with maximum fine of €250||As of 18 December 2019|
|Transfer of Shares||14 days as of date of transfer||€50 plus €1 for each day during which the default continues with a maximum fine of €250||As of 18 December 2019|
|Submission of Annual Return||28 days as of date of reporting||€50 plus €1 for each day during which the default continues for the first 6 months, plus €2 for each day afterwards with a maximum fine of €500||As of 18 December 2019|
|Change of Registered Office||14 days as of date of change||€50 plus €1 for each day during which the default continues with a maximum fine of €250||As of 18 December 2019|
|Change of Directors and Secretary||14 days as of date of change||€50 plus €1 for each day during which the default continues with a maximum fine of €250||As of 18 December 2019|
|Overseas Companies: Change of registered office, director, secretary, authorized persons or the company’s details||15 days as of date of any change||€50 plus €1 for each day during which the default continues with maximum fine of €250||As of 18 December 2019|
*After expiry of the mentioned deadline, a court order is required for the extension of time for the filing of such allotment, the above fines are calculated and imposed until the date of submission of the court application.
The authors of the article are Anastasia Sarkisian and Stella Nicolaou.
Anastasia and Stella are legal consultants at Royal Pine & Associates. They are qualified lawyers with experience in the corporate field and admitted members at the Cyprus Bar Association.
Posted on Feb 11, 2019
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