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Cyprus: Company Law – Power of court to rectify the Register of Members of a Cyprus company

 

It has been held by Cypriot courts (adopting English case law) that the power of court to order the rectification of a register of members of a company, under section 111 of Cyprus Companies Laws CAP 113 (“the Law”), is a summary procedure, which does not apply, when there is a serious dispute concerning the facts and/or the rights of the members of the company over shares.

 

When there is a dispute as to the factual background of the petition made under section 111 of the Law, the court shall refuse any remedy in order the parties to resolve their dispute in the context of a civil action.

 

The summary procedure under section 111, has been applied on inter alia cases, where the applicant was induced to take shares by misrepresentation, where the company improperly neglected to register a transfer of shares, where shares had been improperly forfeited, where the company acting on a forged transfer had removed the name of the real owner from register of members, where there was a dispute between the vendor and the purchaser of shares, where shares had been irregularly allotted to an applicant, where the share transfer documentation had been lodged with a company but, the directors failed to notify the transferee of their refusal to register the transfer within two months etc.

 

Under section 111 of the Law, the court has discretion in proper cases, to order the rectification of the register of members retrospectively, in such a way as the name of the applicant to be considered as registered or deleted (as the case may be) with the register, from the date which he should have registered or deleted (i.e. principle of “NUNC PRO TUNC”)./span>

 

 

 

 

For further information on this topic please contact

Mr. Soteris Pittas ( spittas@pittaslegal.com) at SOTERIS PITTAS & CO LLC,

by telephone (+357 25 028460) or by fax (+357 25 028461)

 

 

The content of this article is intended to provide a general guide to the subject matter. Specialist advise should be sought about your specific circumstances.