Anastasia Sarkisian
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).
Change of Name
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.
Administrative reinstatement
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.
Allotment of Shares
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.
Company Secretary
Subject to the latest amendments, each company must have a sole secretary. This however does not affect the appointment of an assistant secretary.
Objection to company deletion from the ROC and Reinstatement of a company
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.
ROC Online Gazette
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.
Abolishment of variable fee
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.
Administration of Companies
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:
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*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.
* This publication has been prepared as a general guide and for information purposes only. It does not purport to be comprehensive or to render legal advice.
