The Cypriot Commercial Law is quite unique, being a mixture between the common law and the Continental law. Also, the Companies Law encompasses European directives, international treaties and other regulations. The Companies Law contains provisions about establishing private companies in Cyprus and also controls the Memorandum and Articles of Association of companies. The Memorandum and the Articles of Association of a company are the second most important documents setting out the management of a company after the Commercial Code.
A Cypriot company is governed by its Memorandum and Articles of Association if these have been drafted according to Chapter 113 in the Commercial Code. The Memorandum of Association of a company must contain information about:
Chapter 113 in the Commercial Law provides a template for a company’s Memorandum of Association depending on the type of company to be established. Also, a company’s Memorandum of Association may be amended by special resolution passed by the Cypriot company’s shareholders and with the approval of the Companies Register.
Compared to the Memorandum, the Articles of Association of a company must specify the internal regulations based on which a company will be conducted in its daily operations. The Articles of Association will also contain provisions about the rights, duties and responsibilities of the company’s shareholders and directors. The date of the shareholders’ general meeting must also be written in a Cypriot company’s Articles of Association.
Just like the Memorandum, the Articles of Association may be amended through a special resolution, as long as the amendment does not contravene the Commercial Code’s requirements. All changes brought to the Articles of Association of a company must be declared and approved by the Cypriot Trade Register.
For complete information about forming a company and for personalized services you may contact our law firm in Cyprus.
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