Cyprus: Winding-Up Of A Cyprus Company

Last Updated: 4 July 2019
Article by A. Karitzis & Associates L.L.C.
Most Read Contributor in Cyprus, August 2019

The global economic crisis in conjunction with the enhanced practices imposed by the international business and other standards has forced and continues to force many companies to enter liquidation proceedings for the purposes of their dissolution. Retrieving from the Cyprus Companies Law, Cap. 113, there are various ways through which a private company limited by shares may be dissolved. Apart from restructuring any arrangements and mergers that may also lead to the dissolution of a company, the main mechanisms aiming directly at the dissolution of the company are the voluntary liquidation (by the company's members or creditors, under the supervision of the Court or not), the compulsory liquidation by virtue of an order of the Court and the strike-off available in simplest cases. In light of the aforesaid, it is of utmost importance for the Board of Directors of a company to consider the most appropriate, in the circumstances, mechanism for the dissolution of each such company.

(a) Voluntary Liquidation (by the company's members or creditors)

The procedure of the voluntary liquidation varies depending on whether proceedings have been initiated by the company's members or creditors.

To be more precise, the simplest way of voluntary liquidation is the one initiated by the members of the company, a procedure that is available provided that the company is solvent in the sense that it is able to pay all its debts, within one year from the commencement of the liquidation procedure; such solvency is confirmed by the company's Board of Directors through the execution of an affidavit to this end. Following the execution of the Solvency Declaration, the company's members must hold an Extraordinary General Meeting, in the course of which the said Solvency Declaration is taken into consideration for the purpose of deciding upon its entering into liquidation proceedings and, if so, upon the appointment of one or more liquidator. In the course of the liquidation, the liquidator(s) shall arrange for the liquidation of the company's affairs, following which the Final Liquidation Account shall be drawn and the Final General Meeting must be convened leading to the company's dissolution.

Instead, in case of an insolvent company, whose liabilities exceed its assets, it is only possible to proceed with the company's voluntary liquidation by its creditors, in which case both the members and the creditors shall hold a meeting for the purpose of deciding upon the appointment of one or more liquidators while in case the Creditors deem so appropriate, they may appoint an inspection committee. In the course of the liquidation, the liquidator(s) shall arrange for the liquidation of the company's affairs, following which the liquidator(s) shall send notices convening the final meetings. Upon completion of the members / creditors of the Company, the liquidator(s) shall arrange for the submission of the Final Liquidation Account, which will lead to the company's dissolution.

In any case, there is always the possibility for a creditor, contributor or other interested party, to apply to the Court in order for such voluntary liquidations to be pursued under the supervision of the Court.

(b) Compulsory Liquidation (by an Order of the Court)

In contrast to the voluntary liquidation proceedings, which are 'internally' initiated, a compulsory liquidation is ordered by the Court by virtue of a Court Order issued in the course of an Application filed to that end by the company, a creditor, a contributor or any other interested party, among others, in case the company has by special resolution resolved that it shall be wound up by the Court, in case there default in pursuing any of its statutory liabilities and/or commitments or in case the company is unable to pay its debts. In such a case, the company is dissolved following the liquidation, in full, of its affairs.

(c) Strike Off the Companies' Registry

The strike-off of a company from the Companies' Registry constitutes an alternative way through which a company is dissolved, available to dormant companies and/or companies the businesses and/or operations of which have been ceased and which (companies) have no longer any assets or liabilities and do not intend to carry on any business and/or in the future. In fact, the strike off constitutes an administrative procedure, effected, among others, through the communication of a notice or series of notices from the Registrar of Companies to a company or of a letter-request from a company to the Registrar of Companies, directly leading to the strike off of the company's name from the Companies' Registry.

More specifically, such a procedure may be initiated by the Registrar of Companies in case the latter reasonably believes that a company has ceased its business and/or operations or, in the case of a company under liquidation, that either no liquidator acts on behalf of the company or the affairs of the company have been fully liquidated. In addition, the Registrar of Companies is vested with the authority to strike-off a company from the Companies Registry upon receipt of an application submitted by the respective company's Board of Directors (provided that the company in question has fulfilled all its statutory and ancillary obligations and has settled all its affairs including -with no limitation-, the closing of all its bank accounts held worldwide, its de-registration from the VAT Service and the obtaining of a Tax Clearance Certificate from the Tax Department), upon the lapse of one year as of the company's failure to settle its annual levy on time or upon the lapse of six months as of the company's breach of statutory obligation to file to the Registrar of Companies any document and/or form, including the annual return (HE 32) accompanied by the respective financial statements and/or to settle its annual levy on time.

In light of the above, the main differences between Strike-Off and Liquidation/Wind-up proceedings can be summarized as follows:

Strike-off Voluntary Liquidation / Wind-up
Easiest and cheapest method More complex and costly method
Approximately 4-9 months to be completed Approximately 12 months or more to be completed
No liquidator must be appointed One or more liquidator(s) is(are) appointed
Usually used for dormant / inactive companies and/or companies that have cease businesses and/or operations. Not applicable to dormant companies; the exact way of liquidation / winding up mainly depends on the (financial) status of each company.

Lastly, it is worth-noted that a company that has been dissolved may, subject to the provision of the Companies Law, Cap. 113 and the settlement of all its affairs, applicable in each particular case, may be reinstated through a Court Application and/or the simplified process of (administrative) reinstatement, as the case may be, which (application) may be submitted by any of the interested parties (including directors, shareholders, creditors etc) entitled, by law, to file such an application.

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.

To print this article, all you need is to be registered on

Click to Login as an existing user or Register so you can print this article.

Similar Articles
Relevancy Powered by MondaqAI
Elias Neocleous & Co LLC
Georgiades & Mylonas Advocates
Some comments from our readers…
“The articles are extremely timely and highly applicable”
“I often find critical information not available elsewhere”
“As in-house counsel, Mondaq’s service is of great value”

Related Topics
Similar Articles
Relevancy Powered by MondaqAI
Elias Neocleous & Co LLC
Georgiades & Mylonas Advocates
Related Articles
Up-coming Events Search
Font Size:
Mondaq on Twitter
Mondaq Free Registration
Gain access to Mondaq global archive of over 375,000 articles covering 200 countries with a personalised News Alert and automatic login on this device.
Mondaq News Alert (some suggested topics and region)
Select Topics
Registration (please scroll down to set your data preferences)

Mondaq Ltd requires you to register and provide information that personally identifies you, including your content preferences, for three primary purposes (full details of Mondaq’s use of your personal data can be found in our Privacy and Cookies Notice):

  • To allow you to personalize the Mondaq websites you are visiting to show content ("Content") relevant to your interests.
  • To enable features such as password reminder, news alerts, email a colleague, and linking from Mondaq (and its affiliate sites) to your website.
  • To produce demographic feedback for our content providers ("Contributors") who contribute Content for free for your use.

Mondaq hopes that our registered users will support us in maintaining our free to view business model by consenting to our use of your personal data as described below.

Mondaq has a "free to view" business model. Our services are paid for by Contributors in exchange for Mondaq providing them with access to information about who accesses their content. Once personal data is transferred to our Contributors they become a data controller of this personal data. They use it to measure the response that their articles are receiving, as a form of market research. They may also use it to provide Mondaq users with information about their products and services.

Details of each Contributor to which your personal data will be transferred is clearly stated within the Content that you access. For full details of how this Contributor will use your personal data, you should review the Contributor’s own Privacy Notice.

Please indicate your preference below:

Yes, I am happy to support Mondaq in maintaining its free to view business model by agreeing to allow Mondaq to share my personal data with Contributors whose Content I access
No, I do not want Mondaq to share my personal data with Contributors

Also please let us know whether you are happy to receive communications promoting products and services offered by Mondaq:

Yes, I am happy to received promotional communications from Mondaq
No, please do not send me promotional communications from Mondaq
Terms & Conditions (the Website) is owned and managed by Mondaq Ltd (Mondaq). Mondaq grants you a non-exclusive, revocable licence to access the Website and associated services, such as the Mondaq News Alerts (Services), subject to and in consideration of your compliance with the following terms and conditions of use (Terms). Your use of the Website and/or Services constitutes your agreement to the Terms. Mondaq may terminate your use of the Website and Services if you are in breach of these Terms or if Mondaq decides to terminate the licence granted hereunder for any reason whatsoever.

Use of

To Use you must be: eighteen (18) years old or over; legally capable of entering into binding contracts; and not in any way prohibited by the applicable law to enter into these Terms in the jurisdiction which you are currently located.

You may use the Website as an unregistered user, however, you are required to register as a user if you wish to read the full text of the Content or to receive the Services.

You may not modify, publish, transmit, transfer or sell, reproduce, create derivative works from, distribute, perform, link, display, or in any way exploit any of the Content, in whole or in part, except as expressly permitted in these Terms or with the prior written consent of Mondaq. You may not use electronic or other means to extract details or information from the Content. Nor shall you extract information about users or Contributors in order to offer them any services or products.

In your use of the Website and/or Services you shall: comply with all applicable laws, regulations, directives and legislations which apply to your Use of the Website and/or Services in whatever country you are physically located including without limitation any and all consumer law, export control laws and regulations; provide to us true, correct and accurate information and promptly inform us in the event that any information that you have provided to us changes or becomes inaccurate; notify Mondaq immediately of any circumstances where you have reason to believe that any Intellectual Property Rights or any other rights of any third party may have been infringed; co-operate with reasonable security or other checks or requests for information made by Mondaq from time to time; and at all times be fully liable for the breach of any of these Terms by a third party using your login details to access the Website and/or Services

however, you shall not: do anything likely to impair, interfere with or damage or cause harm or distress to any persons, or the network; do anything that will infringe any Intellectual Property Rights or other rights of Mondaq or any third party; or use the Website, Services and/or Content otherwise than in accordance with these Terms; use any trade marks or service marks of Mondaq or the Contributors, or do anything which may be seen to take unfair advantage of the reputation and goodwill of Mondaq or the Contributors, or the Website, Services and/or Content.

Mondaq reserves the right, in its sole discretion, to take any action that it deems necessary and appropriate in the event it considers that there is a breach or threatened breach of the Terms.

Mondaq’s Rights and Obligations

Unless otherwise expressly set out to the contrary, nothing in these Terms shall serve to transfer from Mondaq to you, any Intellectual Property Rights owned by and/or licensed to Mondaq and all rights, title and interest in and to such Intellectual Property Rights will remain exclusively with Mondaq and/or its licensors.

Mondaq shall use its reasonable endeavours to make the Website and Services available to you at all times, but we cannot guarantee an uninterrupted and fault free service.

Mondaq reserves the right to make changes to the services and/or the Website or part thereof, from time to time, and we may add, remove, modify and/or vary any elements of features and functionalities of the Website or the services.

Mondaq also reserves the right from time to time to monitor your Use of the Website and/or services.


The Content is general information only. It is not intended to constitute legal advice or seek to be the complete and comprehensive statement of the law, nor is it intended to address your specific requirements or provide advice on which reliance should be placed. Mondaq and/or its Contributors and other suppliers make no representations about the suitability of the information contained in the Content for any purpose. All Content provided "as is" without warranty of any kind. Mondaq and/or its Contributors and other suppliers hereby exclude and disclaim all representations, warranties or guarantees with regard to the Content, including all implied warranties and conditions of merchantability, fitness for a particular purpose, title and non-infringement. To the maximum extent permitted by law, Mondaq expressly excludes all representations, warranties, obligations, and liabilities arising out of or in connection with all Content. In no event shall Mondaq and/or its respective suppliers be liable for any special, indirect or consequential damages or any damages whatsoever resulting from loss of use, data or profits, whether in an action of contract, negligence or other tortious action, arising out of or in connection with the use of the Content or performance of Mondaq’s Services.


Mondaq may alter or amend these Terms by amending them on the Website. By continuing to Use the Services and/or the Website after such amendment, you will be deemed to have accepted any amendment to these Terms.

These Terms shall be governed by and construed in accordance with the laws of England and Wales and you irrevocably submit to the exclusive jurisdiction of the courts of England and Wales to settle any dispute which may arise out of or in connection with these Terms. If you live outside the United Kingdom, English law shall apply only to the extent that English law shall not deprive you of any legal protection accorded in accordance with the law of the place where you are habitually resident ("Local Law"). In the event English law deprives you of any legal protection which is accorded to you under Local Law, then these terms shall be governed by Local Law and any dispute or claim arising out of or in connection with these Terms shall be subject to the non-exclusive jurisdiction of the courts where you are habitually resident.

You may print and keep a copy of these Terms, which form the entire agreement between you and Mondaq and supersede any other communications or advertising in respect of the Service and/or the Website.

No delay in exercising or non-exercise by you and/or Mondaq of any of its rights under or in connection with these Terms shall operate as a waiver or release of each of your or Mondaq’s right. Rather, any such waiver or release must be specifically granted in writing signed by the party granting it.

If any part of these Terms is held unenforceable, that part shall be enforced to the maximum extent permissible so as to give effect to the intent of the parties, and the Terms shall continue in full force and effect.

Mondaq shall not incur any liability to you on account of any loss or damage resulting from any delay or failure to perform all or any part of these Terms if such delay or failure is caused, in whole or in part, by events, occurrences, or causes beyond the control of Mondaq. Such events, occurrences or causes will include, without limitation, acts of God, strikes, lockouts, server and network failure, riots, acts of war, earthquakes, fire and explosions.

By clicking Register you state you have read and agree to our Terms and Conditions