On 9 June 2022, the House of Representatives passed an amendment to the Cyprus Companies Act, Chap. 113, introducing lighter accounting requirements for small and medium-sized limited liability companies (the „Law“). The aim of the law is to reduce the administrative burden on these companies and to address in practice the issue of the real costs incurred by companies and audit firms as a result of the work carried out today. The Cyprus Companies Act (Cap. 113) does not set a minimum share capital for private limited companies. Ceiling 113 of the Cyprus Companies Act defines all laws and regulations for companies incorporated in Cyprus. Below you will find the most important extracts of Cypriot company law as well as the complete law. The Registrar of Companies also imposes a fine for late submission of subsequent notifications. The objective is to encourage companies to make timely notifications to the Registrar of Companies: – Therefore, all companies that have not yet prepared audited financial statements for all years up to 2018 by December 18, 2019 and as such have not yet submitted annual returns for all years up to 2019 will be subject to this administrative penalty. Please note that the annual return for 2018 must be submitted by January 28, 2020. According to Article 170 of the Cyprus Companies Act, Chap.
113, it is mandatory for a public limited company to have at least one director on the board of directors, while public companies must have at least two directors. In the case of private companies with a sole shareholder, the sole managing director may also be the secretary of the company (Article 171(1) of the Cyprus Companies Act, Chapter 113). #companies #Cypruscompanies #CAP113 #amendment #penalties #latefillings #RegistrarofCompanies #ROC #financialstatements Under the law, limited liability companies may submit financial statements for review instead of an audit by an auditor or audit firm, provided that: Each company has a secretary and a single director cannot also be a secretary: provided that, in the case of a limited liability company with a sole shareholder, the sole director may also be secretary 4. In addition, administrators may be held liable for D expenditures by the tax administration or the customs and excise authority. Directors involved in tax offences can be prosecuted. The Registrar of Corporations has reasonable grounds to believe that the deletion has placed the applicant, either the director or the shareholder, at an adverse position. The Consolidated Act in English, which contains the relevant amendments until July 2014 and was prepared by the Office of the Law Commissioner, is listed below. Administrative fees were paid for the reinstatement of the business; and the provisions of the Cyprus Companies Act, chap.
113, do not explicitly specify the maximum number of directors to be appointed to the board of directors of a Cypriot company, but this restriction is set out in the articles of association of each Cypriot company. In addition, the director of a Cypriot company does not have to be a shareholder of the company. A shareholder or director may apply to the Registrar of Corporations to restart a corporation that has been cancelled without having to take legal action to take over a corporation. Therefore, the Registrar of Companies has the power to reactivate the company without the participation of the court, subject to compliance with the following conditions: meetings of the board of directors may be held in Cyprus or abroad, and it is possible to attend a meeting of the board of directors electronically, that is, by telephone or otherwise, where a participant can listen and be heard at the same time. of the other participants. The participation of a person electronically is counted for the purposes of establishing a quorum. (e) Article 187, which keeps a register containing the shares of the directors held in the company or subsidiary of the company or its holding company or subsidiary of the holding company, or any debt instrument issued to the administrator under any of the above conditions; Ensure that all legal obligations are met by the Company within the specified deadlines; We would like to point out that from the day the deadline is exceeded, the fine is € 50 plus € 1 per day and can not exceed € 250 for each late submission. The company was active at the time of the strike; B. Appointment of the secretary of a company: the law stipulates that each Cypriot company may have appointed only one secretary at any time; Therefore, a Cypriot company cannot have jointly appointed company secretaries. Subject to the articles of the corporation, the appointment of a chief executive officer takes place in cases where a random vacancy may be filled, i.e. when a director has retired or when it is necessary to appoint an additional director. The courts now have the power to (i) order that documents and declarations be filed with the Registrar of Companies to update the company`s filing requirements, (ii) all fees owed by the company to be paid in full, and (iii) the company bears all costs incurred by the Registrar of Companies in connection with the restoration of the Cypriot company (a) Article 141, Maintain accounting records and records for the preparation of financial statements disclosing the Company`s assets and liabilities, sales and purchases and all other transactions made by the Company, as well as amounts paid and received that are available for inspection.
Here, too, the powers conferred on the Board of Directors of the Corporation are set out in the Articles of Association of the Corporation. From the date on which it begins its activities or from the fourteenth day following the date of its incorporation, whichever is the first, a company shall have its registered office in the Republic to which all communications and communications may be addressed. The Companies Act (Chapter 113) regulates, inter alia, matters relating to the formation, management and closure of a company, a European company and the registered office of a foreign company. (b) Article 142, Preparation of financial statements (or, where applicable, consolidated accounts) to be presented within 18 months of the incorporation of the company and thereafter in each calendar year; All current statements, submissions and financial statements have been prepared and submitted; If a director acts in the best interest and honestly towards the company, he cannot be held responsible for damages. Please note that this provision takes effect upon publication of the Official Journal by the Registrar of Companies. Any partner or creditor of a company may oppose the withdrawal of a company within 3 months from the date of publication in the Official Journal. The duties of Cypriot directors fall under both the common law and the law and fall into the following categories: The board of directors of a Cypriot company is the administrative body responsible for the day-to-day management of the company. The first directors of a Cypriot company are appointed by the subscribers of the company and, from that moment on, the procedure for the appointment and/or dismissal of subsequent directors is governed by the statutes of the company. Submission of relevant submissions on behalf of the Corporation to the Registrar of Companies; Under the common law, the standard of care, expertise and diligence is commonly referred to as an „objective“ or „benchmark“ test of what „reasonable man“ might expect from a director in particular circumstances. If the director has a certain skill or level of expertise, he or she must exercise that competence in addition to the „benchmark“ criterion.