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 The Cyprus parliament has passed an amendment to the Cyprus Companies Law earlier in June, updating some key provisions and modernising existing procedures. The amendments include:

  • it is now possible for a general commercial company to be incorporated with a specific objects clause allowing it to carry on any trade or business, as opposed to the requirement of having a detailed clause in the memorandum of association;  
  • the priority of a registered charge remains unaffected where security documents are amended to increase the amount initially registered; 
  • the time limit of 42 days from the date of creation of the charge is now set for registering a registrable charge created outside Cyprus which includes property situated outside Cyprus, following the existing practice of the Registrar of Companies;
  • it is further clarified that a pledge of share certificates, assignment of rights which are attached to shares of companies or any other charge over share certificates do not create a charge subject to registration; 
  • foreign companies that transfer their seat to Cyprus with the intention of continuing there to register any registrable charges that existed prior to the registration of the company, as a company continuing in the Republic within 42 days from the date of the temporary continuation certificate;
  • in the case of a cross border merger, where the surviving entity is an entity which is subject to the Companies Law, any registrable charges which were registered against the dissolved (due to its merger) entity, are required to be registered anew within 42 days from the date the cross border merger became effective;
  • a board meeting can take place via telephone conference or other similar means, and will be deemed to have been held at the physical location of the person taking minutes; 
  • the articles of a company can stipulate a larger majority for a shareholders' resolution to be passed, than the majority specified in the Companies Law;
  • the Registrar of Companies can strike off a company following an application of the directors or in the event that the company does not pay its annual levy within one year from the due date; and
  • specific types of documents and returns filed with the Registrar of Companies from 1 January 2007 onwards will be stored in electronic form by the Registrar of Companies and made available to the public in that form. 
The aforesaid updates will come into force as soon as the amendment to the Companies Law is published in the Republic’s official Gazette.

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