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Cyprus Companies – Strike-Off from Registrar of Companies’ Registry

A recent practice, marking a change of policy, of the Cyprus Registrar of Companies and Official Receiver (the ‘‘Registrar’’), having being initiated in late 2014, is to send out notices to Cyprus registered companies, informing them of their non-compliance with their obligation under Cyprus Companies Law, Cap. 113, to file their Annual Returns (pursuant to Article 327(6) of the Cyprus Companies Law, Cap. 113). Such Annual Returns must be accompanied by the Company’s Financial Statements.

The above represented the first step in the process prescribed under Article 327 of the Cyprus Companies Law, Cap.113, to enable the Registrar to proceed with the involuntary deregistration (strike-off) of the company from the Register of Companies maintained them the Registrar.

It is worth noting that the Registrar of Companies has for the first time used his powers as per above in January 2016, proceeding with the strike-off of approximately 55,000 Cyprus Companies which, following the notification period, had failed to fulfil their statutory obligations to file their Annual Returns and Financial Statements.

Below is a list of Frequently Asked Questions relating to such involuntary strike-offs:

  • How can I find out if my Cyprus Company has been stricken-off?
  • A full list of these Cyprus Companies was released in the Cyprus Gazette on the 11th January 2016. Please feel free to contact us for an enquiry.
  • Alternatively, you may visit the website of the Cyprus Registrar of Companies and undertake a search by name or registration number of your Cyprus Company, the result of which will indicate whether it is active or stricken-off.
  • What is the procedure followed by the Registrar of Companies prior to the strike-off?

The procedure is prescribed under Article 327 of the Cyprus Companies Law, Cap. 113 and the main steps are as follows:

  • First, a letter is send by the Registrar to the registered address of the company (and usually also to the address of the company’s secretary), enquirying as to where the Company is still active/operational.
  • The Company has one (1) month from the date of the said letter within which to respond to the Registrar.  If no response is provided, the Registrar will send a second letter within fourteen (14) days from the lapse of the one (1) month (this time via registered mail).
  • In the event that, once again, the Registrar does not receive a reply from the Company within one month from the date of the second letter, then the Registrar will proceed with the strike-off of the Company, and publish such strike-off in the Cyprus Gazette.
  • After publication, the Registrar sends a “notice of dissolution” to the Company and the Company has the right to provide a reply and/or object to its dissolution within three (3) months of such notice.
  • When is the Cyprus Company considered as having been stricken-off?

The Company is considered to having been stricken-off the Register of the Registrar on the date of the publication in the Gazette. However, this does not mean that the Company is automatically dissolved on such day. The Company will be deemed as dissolved if three (3) months pass from the date of publication and the Company has not filed a reply/objection with the Registrar.

  • What are the consequences of having a Cyprus Company been stricken-off?

Once a Cyprus Company is stricken-off, then it can no longer carry out normal business operations. It is also worth noting however that the liability of is officers still remains, as Article 327 (5) states that “(a) the liability, if any, of every director, managing officer and member of the company will continue and may be enforced as if the company had not been dissolved; and (b) a strike-off does not affect the power of the Court to liquidate a company the name of which has been struck off the registry”.

  • Can the Cyprus Company be reinstated in the Register?

Yes.
Cyprus Companies Law, Cap. 113, Article 327(7), provides that the company, any of its members or creditors, can file to the Court a petition within twenty (20) years from the publication of the relevant notice in the Official Gazette of the Republic of Cyprus. The Court with consider the petition and, if accepted, will issue a Court Order for the Company to be reinstated in the Register. The Company shall be deemed as reinstated upon filing with the Registrar of the relevant Court Order.

It is also worth noting that, upon reinstatement, the Company will be deemed to exist as if never stricken-off (and in this respect, all statutory filings for all preceding years will need to be effected).

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