Under Cap.113, the Registrar of Companies may remove from the Register any company which appears not to be doing business and is not operating. The Registrar of Companies may struck of a company at the request of its directors which is delivered to the registrar of companies in the specified form and provided that the company has fulfilled its obligations arising from the Law or in case the company fails to pay the annual corporate levy.
Registrar as a first step sends a letter by post in order to verify whether the company is in operation or not. If within one month, the Registrar has not received any reply, then within fourteen days, a second letter is sent via registered mail. If no reply is received within one month, then a publication is made in the Official Gazette of the Republic of Cyprus, announcing the strike-off of the company. The notice of dissolution is then sent to the company whereby the Registrar notifies the company that after three (3) months from the date of notification, the name of the company mentioned in the notice, unless proven otherwise, will be deleted from the register and then the company is dissolved.
The process is usually initiated by the shareholder(s) of the Company. The company director must provide confirmation that the Company has no assets or liabilities. Together with the confirmation statement, audited financial statements must be prepared up to the date of termination of business showing that the Company no longer carries on business and has no assets or liabilities. The Company must also close all operative bank accounts and to settle all tax and other obligations (including payment of the annual levy for any pending year) with the relevant authorities. If registered with the V.A.T Department, it must apply to de-register from the V.A.T Registry as well. Thereafter, depending on the Articles of Association the directors or the shareholder should pass a resolution resolving the termination of business and closing down of the company.
Then the directors prepare a formal letter which they submit to the Registrar of Companies requesting the Registrar to strike-off the Company from the Company Registry under Section 327 of the Companies Law Chapter 113. Such a formal letter is accompanied by the statement of the Directors that the Company has terminated any and all operations and has no liabilities. Upon the submission of such formal letter, the Registrar will examine the application and if satisfied that the company is not indeed carrying on business , the Registrar will publish a notice of its intention to strike-off the Company from the Registrar’s Registry within three months in the Official Government Gazette unless an interested party claims against the Company. If within this period of three months there is no claim by any other third party against the Company, the Registrar will publish a final notice at the Official Government Gazette and the Company is considered as being struck-off from the Registrar’s Company registry.
A company which has been struck off the register can be restored provided that an application is made to this direction before the expiration of 20 years from the publication in the Gazette of the notice. Such application can be made either by the company or any of its members.
DISCLAIMER: Information contained in this publication does not constitute any kind of advice on any particular matters and should not be considered as such. ATCA accepts no responsibility for clients’ decision