- Miranda Pambori
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.