The House of Representatives proceeded to amend the Companies Law to harmonize the Cypriot Legislation with the European Directive (EU) 2019/2121 of the European Parliament and of the Council of 27th November 2019 amending Directive (EU) 2017/1132 as regards to cross border conversions, mergers, and divisions.
The amendments to the Companies Law affect the applicable procedures regarding cross-border mergers and divisions and the procedure for transferring a company’s headquarters to and from the Republic of Cyprus.
Regarding the procedures for the transfer of a company’s headquarters, the Law, with the addition of Articles 201HA – 201HK, crates a new procedure: “cross border conversion”. Cross border conversions concern the transfer of a company’s seat from Cyprus to a member state of the European Union and vice versa. The procedure for transferring a company’s seat from Cyprus to a third country and vice versa remains the same.
In addition, the provisions of the Companies Law, regarding cross border mergers and divisions are also amended. The ultimate purpose of these amendments is to protect the creditors and employees of merging companies.
The Law is applicable from the 15th of Match 2024. Its provisions do not affect the application of the provisions of the basic law in relation to:
(a) cross-border merger proceedings that began before the entry into force of the Law and have not been completed, provided that the information referred to in article 201C (2) has been submitted to the Registrar of Companies, and
(b) procedures for the transfer of a registered office of companies from or to another member state, which began before the entry into force of the Law and have not been completed, provided that an application for registration under article 354C or for consent under article 354IA has been submitted to the Registrar of Companies. Our firm specializes in providing corporate services. This article does not substitute the provision of bespoke legal advice. For legal expertise, you may contact Mrs. Despina Konstantinou, at despina@mouktaroudes.com
