Introduction
Companies in Cyprus may be struck off from the Companies Register for various reasons, including voluntary dissolution, non-compliance with the Companies Law, or failure to carry out operations. However, there are legal provisions that allow the restoration of a company under certain conditions. The restoration of a company does not create a new legal entity; the company is rather considered to have continued in existence as if its name had not been struck off. A Cyprus company can be restored either through the Registrar of Companies (the so called 'Administrative Restoration'), or by Court Order. This article explains when each way of restoration is relevant and analyses the necessary procedures.
Administrative Restoration of a Cyprus Company
This procedure of restoration might be followed when a company has been struck off by the Registrar of Companies because of non-compliance with certain requirements set by Law. Not having submitted the annual return forms along with the relevant financial statements, or not having paid the annual fee are two very common examples of non-compliance that may lead to the company's striking off. Other reasons of striking off by the Registrar might include no operation of the company.
In case of administrative restoration, a restoration application (HE64) has to be prepared and submitted to the Registrar of Companies. It is emphasized that the application has to be submitted within 24 months from the date of the company's strike off.
In order for the restoration to be approved, it is crucial that the company complies with any requirements that have not been satisfied by the company prior to the date of its strike off. Thus, the administrative application form has to be accompanied by:
- All forms, reports, financial statements, any other pending documents, and all due fees, charges and/or fines that were due 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 with by the Republic.
Furthermore, the submission fee is Euros 20, and there is an additional fee of Euros 20 in case of accelerated procedure.
Restoring a Company by Court Order
A company that has been struck off from the Companies Register, either voluntarily or involuntarily, can be restored by a Court Order following the success of the relevant application to the Court made by an interested party, such as a director, a creditor, or someone who incurred loss or damage before the company's strike off. The application has to be submitted within 20 years from the date the company's strike off.
Upon success of the application, the Court will issue a court order restoring the company to the Companies Register and might also order the company to submit all pending documents and/or overdue fees to the Registrar of Companies.
An official copy of the court order must be submitted to the Registrar of Companies for registration, along with the payment of Euros 160. There is an additional fee of Euros 20 in case of accelerated procedure. Provided that the Registrar of Companies is satisfied that all relevant legal requirements have been met, the company will be restored. Moreover, the Companies Register will be updated, and the relevant publication will be made in the Official Gazette.
Our Services
Our Cyprus law firm will assist you with the procedure of
restoring a company either through administrative restoration or
through Court order. As we understand the complexity of such a
procedure, we first seek to review your case in order to decide on
the appropriate restoration method according to your special
circumstances. Once the necessary steps to be taken are identified,
we shall start preparing the relevant documentation.
For companies seeking restoration by court order, our Cyprus
lawyers will represent your interests before the court. For
companies eligible for administrative restoration, we will make
sure that all the applications are completed accurately and will
liaise with the Registrar following the submission of your
application to follow up the application process, and keep you
informed throughout the process.
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.