The Law Amending the Companies Law CAP 113 Number 4, has been passed by the Cyprus parliament. It makes significant changes to the Companies Law and updates several of its provisions. The main changes are as follows:  

·         a company may be incorporated as a general commercial company with power to carry on any trade or business and to do all such things as are incidental or conducive thereto, rather than having a detailed objects clause in its memorandum of association;

·         where security documents are amended to increase the amount secured, the amendment regarding the increase of the secured amount is registered without affecting the priority of the initial charge;

·         sets a time limit of 42 days from the date of creation of the charge for registering a registrable charge created outside Cyprus which includes property situated outside Cyprus, in line with the existing practice of the Registrar of Companies;

·         makes clear that a pledge of share certificates, assignment of rights which are attached to shares of companies or any other charge over share certificates do not constitute a registrable charge;

·         requires foreign companies that transfer their seat to Cyprus with the intention of continuing there to register any registrable charges that existed prior to the registration of the company as a company continuing in the Republic within 42 days from the date of the temporary continuation certificate;

·         in the case of a cross border entity, where the surviving entity is an entity which is subject to the Companies Law, then any registrable charges which were registered against the entity which was dissolved due to its merger must be registered anew within 42 days from the date when the cross border merger became effective;

·         a board meeting can take place via telephone conference or other similar means, and will be deemed to have been held at the location where the person who was taking the minutes was physically located;

·         the articles of a company can stipulate a larger majority for a shareholders’ resolution to be passed than the majority specified in the Companies Law;

·         the Registrar of Companies can strike off a company following an application of the directors or in the event that the company does not pay its annual levy within one year from the due date; and

·         certain types of documents and returns submitted to the Registrar of Companies from 1 January 2007 onwards will be stored in electronic form by the Registrar of Companies and made available to the public in that form.  

The changes will take effect once the law is published in the official gazette of the Republic of Cyprus.