In the recent English case Syspal Capital Ltd v Truman & Another [2024] EWHC 1561 (Ch) it been inter alia held – (adopting and following RE Euro Accessories Ltd [2021] EWHC 47 (Ch)) - that the process of interpretation to arrive at the true meaning of a provision in a company’s articles of association, must concentrate on the natural and ordinary meaning of the words used, when viewed in light of the scheme and purpose of the articles in general, any extrinsic facts about the company, or its membership that would reasonably be ascertainable by any reader of the company’s constitution and public filings at Companies House, and commercial common sense.
The above principle has been also approved by the Court of Appeal in DnaNudge Ltd v Ventura Capital GP Ltd [2023] EWCA CIV 142.
Given the absence of any Cypriot case law on the above matter, Cypriot courts may use the above English case law as guidance to decide such issues.
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Mr. Kyriakos Pittas( kpittas@pittaslegal.com ) at SOTERIS PITTAS & CO LLC,
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