Commercial & Corporate Dispute
Our firm is thoroughly, meticulously, and well organized, with knowledge and expertise on commercial, corporate and shareholders disputes and Mareva injunctions. We represent both corporate clients and private individuals over commercial and corporate disputes arising, securing, and protecting their legal rights in Cyprus.
Contract Drafting
As a firm our top priority is our client’s interests. We assist them on their ongoing commercial and corporate requirements through ensuring the establishment of strategically optimized provision within their businesses and their trading agreements. We provide guidance and support on matters of commercial and corporate contracts. We draft, review, and analyze all types of corporate and commercial agreements, such as:
• Share Purchase & Shareholders Agreements
• Joint Ventures
• Loan & Option to purchase Agreements.
• Escrow Agency Agreement
• Non-Disclosure and Confidentiality Agreements
• Investment Broker Agreements
• Terms & Conditions, Engagement Agreements
• Assignment, Agency, Distributorship and Franchising Agreements
• Facilities Use and Property Management Agreements
• Sales & Purchase, Real Estate and Construction Agreements.
• Secularization and Syndicated Loan Agreements
• Transfer of Loans and/or other obligations.
• Bonds and Promissory Notes
• Swaps.
Corporate Governance Advisory
We offer legal assistance and counselling in regards to management and board of directors’ duties and obligations. We aid and guide our clients regarding internal controls, secured management and ensuring proper monitoring of the Board of Directors.
• Interpretation and implementation of corporate governance sources in Cyprus.
• Aiding and consulting shareholders of Cyprus companies on their rights in the operation and management of a Cyprus Company.
• Consulting shareholders and directors on the frequency, the type and procedure of meetings
• Advising directors on their management obligations as well as of their legal duties and liabilities.
International & Domestic Company Formations
We prepare for our clients the incorporation of different types of Companies, in different of offshore and onshore jurisdictions, such as BVI, Cayman Islands, Cyprus, Dubai, United Kingdom.
As per the incorporation of Cyprus Company, we assist and prepare it for our clients. To save time and money for our clients we direct them to find a Company Name that will be acceptable by the Registrar of Companies. Further assistance regarding share capital, subscription of shares, appointment of directors/secretary and any other important details our clients need to be aware of.
Cyprus is one of the most well known and trusted international business centers in EU. It attracts both EU nationals but more importantly non-EU nationals, who intent to establish their international business, through international tax planning in the island.
The major benefits of using a Cyprus legal entity are:
• Cyprus is an EU Member State.
• Low Corporate tax of 12.5% on net profits.
• Income from the sale of securities (shares and bonds) is tax free.
• Double Tax Treaties both with capital exporting countries and emerging markets.
• Favorable Tax provisions which render Cyprus a premier holding company jurisdiction.
• It is permitted the 100% of foreign participation and also nominee services are provided.
Incorporation Services
Our firm’s services for the formation of a Limited Liability Cyprus Company, consists of the following:
• Name approval and registration
• Preparation and drafting of Memorandum and Articles of Association
• Full Set of Corporate Documents
• Register of Members and Directors and Share Certificates
• Registration with Tax Department and obtaining a Cyprus tax number.
• Rubber Stamp
• Any ongoing support.
• Memorandum and Articles of Association (2 sets)
• Certificate of Incorporation (2 sets)
• Certificate of Director and Secretary (2 sets)
• Certificate of Shareholders (2 sets)
• Certificate of Registered Address (2 sets)
• Appointment of First Directors (2 sets)
• Subscription of Shareholders and Shareholders’ Certificate (2 sets)
• Certificate Company Corporate Register (2 sets)
Nominee Services
• Appointment of Nominee Director(s)
The Board of Directors is consisted of persons who will be managing the company on its’ day-to-day business. For a Cyprus Limited Company (LTD), which intends to take advantage of the Cyprus low corporate tax, it is vital that the Board of Directors meets and take its management decisions in Cyprus. With that it is ensured that the company remains Cyprus tax resident.
• Appointment of Nominee Shareholder(s)
Nominee or Trustee, in the case of a Trust, Shareholder(s) will be holding the Company’s shares for the benefit and under the instructions of the client(s).
• Appointment of Secretary
By domestic law is obligatory for all the Cyprus companies to have appointed a Company Secretary. A Company Secretary is responsible for the proper administration of the Company, that the regulatory requirements are met on time, to be in contact with the Registrar of Companies and other relevant authorities, in order to ensure the implementation of the Director’s decision.
• Registered Office Address
A Registered Office Address is a legal requirement for all Cyprus Companies. It is the official address of the Company and can be different to that of your usual trading address. The address will be used by the Registrar of Companies and other relevant authorities to deliver statutory letters and legal notices.
Additional Services
• General Power of Attorney, issued by the director for the benefit of the client(s), valid for one year. Purpose of this is to grant either the client or an agent of the client, with broad powers to represent and/or act for the Company before third parties, authorities and institutions.
• Special Power of Attorney, issued by the director for the benefit of the client(s), valid for one year. Purpose of this is to grant either the client or an agent of the client with particular authority to represent and act for the Company for particular matter, such as for the opening of Bank Account, or for the execution of a particular agreement.
• Business & Correspondence Address, for receiving and forwarding our clients letters and correspondence.
• Certificate of Incumbency, this certificate is issued by the Secretary of the Company, verifying the Company’s current status.
• Tax Residence Certificate, this certificate is issued by the Inland Revenue Department.
• Certificate of Good Standing, this certificate is issued by the Registrar of Companies, confirming that the Company has met its statutory obligations and that it is duly registered and validly existing.
• Additional Copy Bundle of all company documents, as we mentioned above, we provide 2 sets with our incorporation services. With the third set of company’s documents, are included the entire bundle of corporate documents and comes certified by an Advocate, notarized and affixed with apostil.
• Bank Account opening
• Telephone Number and Telephone Answering Service
Liquidations & Strike Offs
Under a winding-up (or liquidation) a company’s existence as a commercial entity is essentially terminated. This process effectively leads to its dissolution and marks discontinuance of the corporate entity’s legal personality which came into being upon the issuance of the company’s certificate of registration.
The liquidation of a company can be done either:
• By the Court
• Voluntary or
• Under the supervision of the Court
A Company by law can be compulsory dissolved in either of the following ways:
• The company has, by special resolution, resolved that the company be wound up by the Court.
• Default in delivering the statutory report to the Registrar of Companies or in holding the statutory meeting.
• The company does not commence its business within a year from its incorporation or suspends its business for a whole year.
• The number of members is reduced below seven (7) in the case of a public company. The Court grants the company a period which it deems sufficient to remove the reason for dissolution, and proceeds with dissolution only if the company either declares from the outset that it is unable to increase the number of its members or is unable to increase it within the prescribed period.
• The company is unable to pay its debts.
• The Court is of the opinion that it is fair and accordance with the law of equity to dissolve the company.
• A European Company (SE) fails to remedy the situation in accordance with the provision of Article 64 of the Regulation (EC) No 2157/2001 of 8th October 2001 on the Statute for a European company.
In the case of voluntary liquidation, our firm is experienced in advising shareholders and board of directors of the necessary steps which need to be followed. We prepare all necessary resolutions and follow the statutory timeframes in ensuring that the objectives of our clients are met in quality and timely manner.
Cross Border Mergers & Acquisitions
“When you have mergers & acquisitions that improve the quality of your product, the ability to grow and bring better efficiency, it’s good for all.” (Roger Agnelli)
A merger arrangement entails a process whereby commercial concerns elect to consolidate themselves into a single corporate entity with the ultimate strategic aim of creating an efficient business vehicle for achieving a more commercially profitable operation and higher market penetration through the reduction of competition and economies of scale that are normally associated with the creation of more cost-effective business practices which can be realized by larger organizations.
We encourage our clients to consider having a proper legal and financial due diligence issued prior to any Merger or Acquisition of a company, or of a company’s stake of shares, or prior to entering or enforcing or registering measures i.e., Pledge & Charge Agreements. This is undertaking to ensure the following:
• The legal and financial standing of the target company
• The ownership to the shares under sale or charge
• The obligations and/or liabilities of the target company, if any.
• The corporate governance obligations are met.
• The Pledge Agreement is lawful according to the Cypriot Company Law and such it can be duly registered.
We assist our clients across the whole range of transactions necessary for a successful M&A both domestic and cross-border (within the EU) thus including:
• Employment issues
• Tax Matters
• Real Estate
• Intellectual Property
Re-domiciliation of Companies
Some of the most important reasons why companies may choose to re-domicile into Cyprus are to move to an international financial and Business Centre, to access niche markets or to take advantage of the favorable tax or regulatory regime.
A foreign company registered in a country allowing re-domiciliation and provided its constitutional documents allow it to do so, may apply to the Registrar of Companies to be registered in Cyprus as a continuing company pursuant to the provisions of the Law, which extensively prescribes the requirements that need to be fulfilled for the Registrar of Companies to consent to the re-domiciliation of a foreign company into Cyprus. Companies engaged in licensed activities as well as public companies will have to meet additional requirements.
Once all the requirements regarding the Cypriot law have been properly complied with, the Registrar of Companies will issue a temporary certificate of continuation. Within a period of six (6) months, to be further extended by three (3) months from the issuance of the temporary certificate of continuation, the foreign company must present evidence to the Registrar of Companies that it is no longer registered in the country of initial incorporation to receive the certificate of continuation.
From the date of issuance of the temporary certificate of continuation, the foreign company is considered as a legal person duly incorporated according to the laws of Cyprus and that is temporarily registered in the Republic for the purpose of the Law. Has the same liabilities and is eligible to exercise all powers that registered companies have according to the laws of Cyprus.
The constituent document of amendment is considered as the Memorandum of the company. The registration of the foreign company is not lawful and is void if it is done:
• For the purpose of establishing a new legal entity
• To damage or affect the continuance of the foreign company as a legal body
• To render ineffective any legal or other procedures filed or to be filed against the foreign company
• To acquit or prohibit from any conviction, judgement, opinion, debt, order or liability against the Foreign Company or its officials or shareholders.
Key Benefits of Re-domiciling into Cyprus
• Relocation to an EU jurisdiction
• Gateway to EU and Regional markets (Middle East & Africa) and preferential access to high-growth markets with which Cyprus has established business ties (Eastern Europe, India, China, Russia, CIS Countries)
• Favorable tax and regulatory regime and extensive double tax treaty network
• Business-friendly and competent authorities
• Notional Interest Deduction (NID) on new capital (restricted to a maximum of 80% of the taxable income generated by the new capital introduced into the company)
• Established business center with strong track record of successfully servicing international clients.
• Highly skilled and multilingual service providers with international experience
• Significant cost savings
• English Common Law legal system, one of the most reliable and respectable legal systems worldwide
• Preservation of company’s existing legal status, goodwill, and operational history
Branches of Foreign Legal Entities
Cyprus law, provides that a company which is incorporated abroad may establish a place of business in Cyprus by way of registering a branch or representative office, within one month of the establishment of the place of business, with the Registrar of Companies.
We have to point out that setting up a branch is not equal to the creation of a new legal entity in Cyprus. A branch does not have a separate legal personality and that responsibility for its liabilities lie with the foreign corporate entity under which it was established. The foreign corporation conducts its overseas operations through the branch in question and, in doing so, uses same simply as a place of business from which it may carry out its international activities.
Our office will assist and provide all the relevant knowledge and expertise, in order to fulfill our clients’ requirements, of forming the Branch of Foreign Legal Entity in Cyprus.
Requirements
• The name and legal form of the overseas company, as well as the name of the branch, this should differ from the name of the company
• The registered office and address of the overseas company as well as its business address.
• The objects and type of business of the overseas company and its place of business.
• Where applicable, the foreign register and the relevant registration number where key information on the overseas company has been filed.
• The amount of the capital subscribed.
• Where applicable, particulars pertaining to the winding-up of the overseas company with due regard to the appointment of liquidators, liquidator’s powers etc.
• The law of the state governing the overseas company in circumstances where the latter is incorporated in a country which is not a member state of the European Union.
• Duly certified copy of the charter, statutes, Memorandum and Articles of Association of the overseas company.
• List of directors of the overseas company, in the case of natural persons, inclusive the following: a) present or former names and surnames, b) usual residential address, c) nationality, d) if any, business occupation, e) details of other directorships. Where the director of the overseas company is a company, the latter’s corporate name must be stated as well as its registered office.
• Secretary’s inclusive information, in the case of natural persons, such as present or former names and surnames and usual residential address. In the case of a corporate entity be the secretary, the registered office and company’s name must be stated accordingly.
• The name and address of at least one person, resident in Cyprus, who is authorized to accept on behalf of the company any notices required to be served on it and the commencement, extent and termination of such authorization is to be stated in respect of those persons who represent the overseas company.
Our clients they need to have in mind that, for every foreign company, which maintains a place of work in the Republic of Cyprus, delivers in each financial year to the Registrar of Companies, copies of:
(i) the financial statements,
(ii) the management report,
(iii) and the auditors' report.
The above mentioned are to be presented in the last general meeting and as were to be published in conformity with the regulations of the state where the overseas company is incorporated.
Any Company in the Member State of the European Community which, in accordance with the legislation of that State and in accordance with Directive 2013/34/EU and Directive 2006/43/EC, shall be exempted from this obligation, shall be exempted in its entirely or in part of the above obligations.
A foreign company which is exempt, must deliver to the Registrar of Companies a certificate signed by the director and the secretary of that company to the effect that the company is an exempt company and it shall state that the law applies such exemption.
The company must also submit a statement made by the designated authority of the home state that the said company is an exempt company by virtue of the said provision.
The branch is under an obligation to comply with all other statutory obligations imposed by applicable laws of Cyprus.