Business Entities

 

Which is the key piece of legislation governing cypriot limited companies?

The cypriot companies, both private and public operate under the provisions of the Cyprus Companies Law, Cap. 113, which is based on the old 1948 English Companies Act, but which has since been modified to incorporate EU legislation requirements.

What is the liability of a shareholder of a cyprus limited company?

The liability of the company is restricted by its assets. Persons dealing with the company may not have recourse to the assets of the shareholders (“members”) of the company who are liable only to the extent of their contribution to the capital of the company. The Court may, in extremely rare instances, lift the corporate veil and allow such recourse.

Friday, 07 December 2012 09:04
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Which is the key piece of legislation governing a Cyprus public company limited by shares?

Companies limited by shares (both private and public) are principally governed by the Companies Law, Cap 113, as amended (the Companies Law), which is based on the English Companies Act of 1948, as amended to incorporate the EU Company Directives to Date.

What is the liability of the shareholders of a public limited company?

The company is a separate legal personality distinct from its shareholders. A shareholder in a limited liability company is not personally liable for any of the debts of the company, other than for the value of their shares in the company.

Friday, 07 December 2012 09:24
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Why invest through a Cyprus Legal Entity?

Cyprus is a small but significant country and an already established international business center. Especially after the accession of our country to the EU in 2004, a new door of opportunities has opened for foreign enterprises and individual investors to explore and take advantage of the suitability of the Cyprus legal entities. The Cyprus Legal System follows in general lines English and Anglosaxon Law including Common Law and Equity Law. When we speak about Companies, the basic Law is the Companies Law Chapter 113, which is identical to the English Companies Act of 1948 with very few amendments. When we speak about Partnerships, the basic Law is the Partnership and Business Names Law Chapter 116. When it comes to business through Cyprus, investors and businessmen have the option of using one of the following legal entities:

Friday, 07 December 2012 09:48
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Who is a fiduciary?

A fiduciary is someone who has undertaken to act for or on behalf of another in a particular matter in circumstances which give rise to a relationship of trust and confidence. The distinguishing obligation of a fiduciary is the obligation of loyalty and faithfulness.

What is meant by a director’s fiduciary duty?

A fiduciary duty of a director is a duty which is derived from the principle that a director must be loyal to his company. Fiduciary duties apply to directors not only as regards the decisions they take in the boardroom, but also whenever a director is acting as an officer of the company or in relation to the company’s assets or affairs. Any breach of any fiduciary duty will attract an equitable remedy. Equitable remedies are primarily restitutionary or restorative rather than compensatory.

Friday, 07 December 2012 10:08
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The Cyprus re-domiciliation legislation was enacted on the 28th of July in 2006 (enactment Law 124(I)/2006), as an amendment to the Companies Law Cap.113 to permit:

  • Foreign (non-Cypriot) companies to re-domicile to Cyprus; and
  • Cypriot companies to be re-domiciled abroad.

Under this amendment, in case where a foreign company decides to re-domicile to Cyprus, the existing business of a foreign company continues as a Cyprus company, not by dissolution but simply by ‘moving’ to Cyprus.

Friday, 07 December 2012 10:27
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What is the legal framework for the setup of the Cyprus One-Stop-Shop?

The legal framework of the setup of the Cyprus One-Stop-Shop is governed by the Cyprus Companies Act CAP.113

How can anyone directly contact the Cyprus One Stop Shop?

Cyprus One-Stop-Shop may be contacted in the following manner:

One-Stop Shop
Ministry of Commerce, Industry and Tourism
13-15 Andreas Araouzos Street,
1421 Nicosia, Cyprus
Tel.: +357 22 409433/ 322
Fax .:+357 22 409432
E-mail: This email address is being protected from spambots. You need JavaScript enabled to view it.

Friday, 07 December 2012 10:57
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1. What is an SE (Societas Europaea)

The SE (Societas Europaea or European Company), is a form of company that can be incorporated anywhere within the territory of the European Union, and operates on the basis of a unified system rather than being subject to different state regulations. European Companies are regulated by the Regulation No 2157/2001/EC (“Regulation”). An SE can register in any Member State of the European Union, and may transfer its registered office within the Community without dissolving the company in one Member State in order to form a new one in another Member State.

Friday, 07 December 2012 11:28
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