A Cyprus company which has been struck off the register of companies can be reinstated, depending on the circumstances, following either an application directly to the Registrar of Companies or by an application to the District Court.
1. Administrative restoration of a company (Section 327A of the Cyprus Companies Law)
The most recent amendment to the Cyprus Companies Law entitles any member or director to apply to the Registrar of Companies and request the restoration (re-instatement) of the company without the need to first obtain a Court order.
A company may request for aadministrative restoration provided that it has been struck off by the Registrar of Companies for one of the following reasons:
- failure to submit to the Registrar of Companies any document required by law (e.g. annual return);
- 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.
Upon receiving an application, the Registrar of Companies will reinstate the company if the following conditions are met:
- the application was made within 24 months of the company being struck-off;
- at the time of the strike-off the company was carrying on business;
- the company is up to date with all filing requirements,
- the company has paid all fees, levies, penalties and fines due to the Registrar of Companies,
- the reinstatement fee has been paid;
- the Registrar of Companies has good reason to believe that the strike-off has caused a disadvantage to the applicant.
If the Registrar is satisfied that the above conditions have been met, he will reinstate the company and his decision will be published in the official Cyprus government gazette.
2. District Court
If the above cannot be satisfied, or if the applicant is a creditor, an application can be made to a court requesting an order of the reinstatement of the company. Generally, a court will exercise its discretion to restore a company to the register, if:
(a) it is satisfied that the company at the time of being struck off carried on business or
(b) it considers that it is just that the company be restored to the registry.
The request must be submitted before the expiration of a period of 20 years from the date form which the company was struck off.
The Court, upon satisfaction that during the time of its strike off the company carried out business or operated, or that it is otherwise just that the company be restored to the register, will issue a court order restoring the company to the companies register.
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
If it can be demonstrated that the company has potential value to its shareholders or to third persons, the court will generally exercise its discretion in favour of reinstatement.
Also relevenat – Reinstating a Cyprus Company struck-off the register
How can we help?
We can advise and assist shareholders, directors and creditors to reinstate a company which has been struck off the Cyprus Register of Companies. For assistance in reinstating a company struck off the Cyprus Register of Companies or if you would like information on the range of commercial law services offered, please contact: [email protected]
Theodorou Law is a Cyprus law firm with Cyprus lawyers and other legal experts on legal matters involving Cyprus law, EU law and international law. The above should be used as a source of general information only. It is not intended to give a definitive statement of the law.
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