Directors in CyprusUpdated on Tuesday 22nd September 2015
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Company directors in Cyprus
According to the Cypriot Commercial Law, all private companies are required to have at least one director and all public companies are required to have at least two directors. The Companies Law also stipulates the duties of directors in Cypriot companies. These duties are:
- - the fiduciary duty,
- - statutory duties,
- - the duty to exercise one’s function with skill and care.
According to the legislation a company may have executive, non-executive or nominee directors in Cyprus.
What are the fiduciary duties of Cypriot directors?
The most important fiduciary duty of a Cypriot company director is to act in the best interest of the company and of the shareholders. The fiduciary duty refers to loyalty towards the company and its shareholders, to complying with the legislation and the company’s articles of association. The fiduciary duties of Cypriot companies’ directors also consist of not disclosing any confidential information and no to use any confidential information for personal gains. Moreover, Cypriot directors must exercise their function independently.
Company directors in Cyprus must have the knowledge and experience to carry out their function.
The statutory duties of directors in Cyprus
Apart from the fiduciary duties, company directors also have statutory duties which are comprised in the Companies Act, in the Cypriot Income Tax Act and in the Customs and Excise legal frameworks. Among the Cypriot director’s statutory duties are:
- - represent the company in relation to third parties,
- - to disclose information about him or herself with the Cypriot Companies Register,
- - to prepare the annual financial accounts.
The Cypriot company’s director must keep the financial records open for inspections for at least half a year from their issuance.
Non-executive directors in Cyprus
Companies in Cyprus are allowed to appoint non-executive directors. Non-executive directors are independent individuals with no relation with the company. The Cypriot non-executive director must be independent and must exercise an unbiased judgment. The legislation also provisions that a non-executive director should have not been an executive director for the company in the past twelve months and should have not been an employee of the Cypriot company in the last five years.
For complete information about the role of the company’s directors you may also contact our law firm in Cyprus.