Restoring a Company in Cyprus: An In-Depth Guide
In Cyprus, companies may be struck off from the Companies Register for various reasons, including voluntary dissolution, non-compliance with the Companies Law, or failure to carry out operations. However, there are legal provisions that allow for the restoration of such companies, provided certain conditions are met. This article will provide a comprehensive guide on the two methods of restoring a company in Cyprus: restoration by court order and administrative restoration.
Restoring a Company by Court Order
A company that has been struck off from the Companies Register, either voluntarily or involuntarily, can be restored and considered to have continued in existence as if its name had not been struck off. The restoration process requires the submission of a relevant application to the Court by an interested party (e.g., a director, creditor, or someone who incurred loss or damage before the company’s strike off). The application must be submitted within 20 years from the date the company was struck off.
The Court will issue a court order restoring the company to the Companies Register if it is satisfied that the company carried out business or operated during its strike-off period or that it is otherwise just for the company to be restored. The Court may also order the submission of all pending documents for updating the Companies Register and payment of overdue fees to the Registrar of Companies.
An official copy of the court order must be submitted to the Registrar of Companies for registration, along with a payment of €160. If the accelerated procedure is required, an additional fee of €20 must be paid. Once the Registrar of Companies is satisfied that all relevant legal requirements have been met, the company will be restored, the Companies Register will be updated, and the relevant publication will be made in the Official Gazette of the Republic of Cyprus.
Administrative Restoration of a Company
A company that has been struck off from the Companies Register due to non-compliance with the Companies Law can be restored administratively. The company is considered to have continued in existence as if its name had not been struck off. A company may request administrative restoration if it has been struck off by the Registrar of Companies for one of the following reasons:
- Failure to submit required documents (e.g., annual returns) to the Registrar of Companies.
- Failure to pay the annual fee.
- The Registrar of Companies had reasonable reasons to believe that the company did not carry out operations or was not operating.
A director or a member of the company may submit Form HE64 (administrative restoration form) to the Registrar of Companies within 24 months from the date of the company’s strike off.
The Form HE64 should be submitted by hand or post, accompanied by:
- All forms, reports, financial statements, and documents that were due before the date of strike off.
- All due fees, charges, and/or fines that occurred and/or were imposed before the date of strike off.
- Written consent of a competent representative of the Republic for the restoration of the company, in case its property and/or rights are dealt with by the Republic.
- A fee of €20 and an additional fee of €20 for an accelerated procedure.
The Registrar of Companies, upon satisfaction that the company carried out operations or was in operation at the time of its strike off and that all relevant legal requirements have been met, will issue a restoration certificate, update the Companies Register, and publish the relevant information in the Official Gazette.
Comprehensive Services for Company Restoration in Cyprus
As a Cyprus law firm, we understand the complexities and challenges involved in restoring a company that has been struck off from the Companies Register. Our team of experienced corporate lawyers is dedicated to providing comprehensive support and guidance throughout the entire restoration process. Below, we outline the services we offer to clients seeking to restore a company in Cyprus through both court-ordered and administrative restorations.
- Initial Consultation and Assessment
Our lawyers will review your case during an initial consultation to determine the most appropriate restoration method based on your specific situation. We will evaluate the reasons for the company’s strike off, assess the company’s current status, and identify the necessary steps to be taken for a successful restoration.
- Document Preparation and Legal Advice
We will assist you in gathering and preparing all the required documentation for the restoration process, including applications, declarations, financial statements, and other relevant documents. Our team will provide legal advice to ensure that all paperwork is completed accurately and in accordance with Cyprus company law.
- Representation in Court
For companies seeking restoration by court order, our legal professionals will represent your interests before the court. We will prepare and submit the relevant application, present evidence supporting the restoration, and advocate on your behalf to obtain a favorable court order.
- Liaison with the Registrar of Companies
Our team will facilitate communication with the Registrar of Companies, ensuring that all necessary documents and fees are submitted accurately and on time. We will also monitor the progress of your application and keep you informed throughout the process.
- Assistance with Administrative Restoration
For companies eligible for administrative restoration, we will guide you through the process of submitting Form HE64 and all accompanying documents. We will ensure that your application is complete, compliant with the Companies Law, and submitted within the required timeframe.
- Post-Restoration Support
Once your company has been restored, we will assist with any post-restoration obligations, such as updating the Companies Register, notifying relevant parties, and ensuring compliance with ongoing legal requirements.
- Customised Service
We understand that each company’s situation is unique, and we tailor our services to meet your specific needs. Our team will work closely with you to develop a personalised strategy for your company’s restoration, ensuring that all legal requirements are met and your interests are protected.
Restoring a company in Cyprus can be a complex and time-consuming process, but our law firm’s expertise and dedication will help you navigate this challenging journey. With our comprehensive services, you can be confident that your company’s restoration will be handled professionally and efficiently, allowing you to focus on rebuilding and growing your business. To learn more about how we can assist you with company restoration in Cyprus, please contact us to schedule a consultation.