Cyprus: The amendments to CAP 113. Update. PART 1
Effective as of 18 December 2018:
(1) The abolition of Capital Duty
The Council of Ministers abolished the obligation to pay capital duty of 0.6% on the authorized share capital or any increase thereof. As a result, effective as of 18 December 2018, no capital duty shall arise (i) on the initial authorized capital at incorporation of a new company and (ii) on any subsequent increase of the authorized share capital.
(2) The Secretary of the Company.
S 171 has been amended to explicitly provide that the Cyprus Company shall have one secretary.
(3) Filing of Pledges over the shares
On the basis of an opinion issued by the General Attorney of the Republic of Cyprus, the Registrar of Companies shall no longer accept applications for registration of share pledges. It shall be noted that the law at present explicitly exempts the registration over the shares of the Cyprus company and renders such charge/s as non-registrable charge/s. We are expecting further clarification from the Registrar of Companies to the affect that such clarification only related to the pledges over the shares of the Cyprus companies.
(4) Penalties Imposed on Late Submission.
The Registrar of Companies shall impose an administrative fine for late filing of the below notifications to the Registrar of Companies. The fine shall amount to EURO 50 plus EURO 1 for every day for which the default continues, such fine not to exceed the amount of EURO 250 for each default:
(i) the notification in relation to the allotment of shares (s. 51);
(ii) the notification in relation to a change of the registered address (s. 102);
(iii) the notification in relation to a transfer of shares (s. 113A);
(iv) the notification(s) in relation to the particulars contained in the company’s register of directors and secretaries and any changes made thereto (s. 192);
(v) the notification(s) which must be made by an overseas company to the Registrar in relation to inter-alia, changes made to its directors and secretary, details of authorized representatives and the address of the overseas company’s place of business within the Republic (s. 349).
(vi) The Registrar of Companies shall impose an administrative fine for late filing of the annual return. The fine shall amount to EURO 50 plus EURO1 for every day for which the default continues within the first six months plus EURO 2 for every day thereafter for which the default continues, such fine not to exceed the amount of EURO 500 for each default (s. 120) (effective as of 18 December 2018).
(5) Introduction of an Electronic Official Gazette
Introduction of an “electronic official Gazette” (via the Registrar’s website) which aims to replace publications in the Official Gazette of the Republic – (s. 365A).
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