‘’Trapped Buyers’’ Extension for Applications: 2022 Deadline Approaching

In 2015 the Parliament passed a government bill granting the head of the Land Registry the authority to exempt, eliminate, transfer and cancel mortgages and/or other encumbrances, depending on the case and under certain conditions.

The Immovable Property (Transfer and Mortgage) Law, No.9/1965, as amended by Law 139(I)/2015, introduced provisions for the transfer of property to the property buyers who even though have fulfilled their contractual obligations under the contract with the seller, the latter is unable or neglects or fails to transfer the property in their name, because the property or part of it is subject to a mortgage and/or encumbrance and/or prohibition.

The following persons have the right to submit an application:

● the buyer, under the deposited contract, ● the seller, under the deposited contract, ● the mortgagee under the mortgage contract deposited in the Land Registries, ● the lender under the loan agreement with the buyer, ● the assignee under the deposited assignment contract with the assignor and ● the Director of Lands and Surveys Department ex officio.

To be eligible, a contract of sale or an assignment contract must have been lodged in the land registry by the 31st of December 2014. If the purchase contract was not deposited in the Land Registry, the buyer of a property in Cyprus should first apply for a Court order, permitting the deposition of the agreement to the relevant Land Registry. Provided the Court Order it is issued, the buyer of the property may then proceed with the application for the transfer of the blocked title.

3 Pre-Conditions to be met, prior to the application:

1. the full payment of the purchase price,

2. the existence of the registered title deed of the property which is the object of the contract, and

3. the fulfilment of the contractual obligations of the buyer to pay the taxes on the property which is the object of the contract.

Applying for the transfer of blocked title deeds in Cyprus: The procedure summarised in 4 steps

1. Preparing and lodging the Application and the supporting documents

2. Land Registry Examination

3. Notices sent to Seller and Buyer for any objections

4. Transfer of the title deed

Our law firm can assist you in lodging the above-mentioned application and ensuring the procedure is set in motion ahead of the December 2022 deadline, so as to ensure you case is eligible to proceed. If you satisfy the above-mentioned criteria and/or for any other queries or clarifications you might need regarding the matter, please contact us.

Restoring a CY Company

For the restoration of a Cyprus Company, following the recent amendment in the Companies Law, there are now two ways for this to be achieved: (i) trough Administrative Restoration OR (ii) through a Court Order.

(1) Administrative Restoration

This procedure can be applied by Companies that have been struck off from the Companies Register, due to non-compliance with the Companies Law, 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.

The relevant form accompanied with all the required evidence and/or documents must be submitted to the Registrar of Companies (the ‘‘RoC’’) within twenty-four (24) months from the date of the company’s strike off.

The below documents along with any overdue payments, fees or duties the Company had before the strike off must be completed and returned:

• forms, reports, financial statements and documents that were due before the date of strike off; all due fees, charges and / or fines that occurred and / or imposed before the date of strike off;

• written consent of a competent representative of the Republic for the restoration of the company, in case its property and / or rights are dealt by the Republic;

• the applicable fee.

Provided the RoC is satisfied that the company at the time of its strike off carried out operations or was in operation, and all relevant to the circumstances legal requirements have been met, will then issue a Company Restoration Certificate, update the Companies Register and make the relevant publication in the Official Gazette.

(2) Court Order Restoration

This procedure can be applied by Companies that have been struck off from the Companies Register, either voluntarily or involuntarily.

Any interested party (e.g. director or creditors or anyone who incurred loss or damage before the company’s strike off) may, by submitting the relevant application to the Court, request for a company to be restored.

The request must be submitted before the expiration of a period of twenty (20) years from the date the company was struck off.

Provided the Court is satisfied that during its strike off the company carried out business or operated, or that it is otherwise just for the company to be restored to the RoC, will issue a Court Order accordingly. The Court may also order, for the submission of all pending documents for updating the Companies Register and, payment of overdue fees to the RoC.

An official copy of the Court order issued, as well as the payment of the applicable fee must then be submitted to the RoC – and provided that the RoC is satisfied that all, relevant to the circumstances legal requirements have been met, will then issue a Company Restoration Certificate, update the Companies Register and make the relevant publication in the Official Gazette.

UBO's Registration and Submission: Update

Further to the issued guidelines on the Beneficial Owner Register in Cyprus, by the Registry of Companies, the Interim Solution period for the UBO registration and submission of data will extend beyond the 31.07.2022 deadline. The interim solution period will continue for the time being and until the implementation of the final solution no penalties, will be imposed.

Registering the information on the UBO Register is not a once-off activity. Going onwards persistent and continuous data collection and filling of all current and future changes is essential.

For all new Companies incorporated or legal arrangements made from now on, there will be a 30-day filling period, from the day the incorporation or arrangement is made available.

We encourage all clients, existing and/or new ones, to proceed with both the registration and submission of the said information regardless. We can take care of the whole procedure on your behalf – setting up the required profile through Ariadne portal, appearing before the relevant authorities and proceeding with the UBO submissions thereafter.