The Law amending the Companies Law CAP 113 N.4 [89(I) /2015] and collectively (the ‘Law’) came into force on 19 June 2015 and brought with it several changes to the current legal regime.
Below appears a short summary of the key changes.
Commercial Company of General Objects
There is no need any more to list exhaustively the objects in the Memorandum of Association of a company and instead a company can be incorporated as a commercial company of general objects.
Long-standing argument amongst the professionals is now over, by the introduction in s. 103 of the Law the provision that states that every company shall have its name engravedor printed in legible characters on its seal.
Subject to the express provisions in the articles of association, any Board Meeting of Directors may be held via a conference call or other means and in such case the meeting shall be deemed to have taken place where the persons taking the minutes is located.
In relation to charges, the Law has been clarified and now is in line with the existing practise of the Registrar of Companies:
1. In case charge is created out of the Republic and relates to property situated outside the Republic, the obligation to notify within 42 days of the creation of the registrable charge arises;
2. In case transaction documents are amended to increase the amount which secures the original charge, the amendment shall be registered without affecting the priority of the original charge;
3. Further clarification is made in relation to pledges of share certificates and all rights emanating thereto, which constitute a non-registrable charge.
There were several matters, on which, the Law imposed a majority threshold, which could not be overridden by the provisions of the articles of association. S. 136A of the Law now allows a greater majority than that provided in the Law, with one exception of s.178.
Strike – off
The Registrar of Companies has power to strike off the company if there is a default in payment by the company of the annual levy for a period of one year from the date it was due or after an application by the company’s director, in the prescribed form.
Particulars of Compulsory Disclosure
Certain documents, which are known, as particulars of compulsory disclosure, if submitted after 1 January 2007, shall be stored and available electronically.
For further information on this topic please contact
Mrs. Liza Bokova (firstname.lastname@example.org) at SOTERIS PITTAS & CO LLC,
by telephone (+357 25 028460) or by fax (+357 25 028461)
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