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The Cyprus Companies Law (Cap. 113) (the "Law") was recently updated through Amending Law N155(I)/2025 (the "Amending Law") introducing a series of practical changes for companies. Key areas affected include capital reduction, registration of charges, administrative reinstatement, and new, redesigned and consolidated types of certificates—updates that companies should keep in mind when managing their corporate affairs.
Reduction of Share Capital
Under the Amending Law, the effective date for the reduction of a company's share capital is now the date of the Court Order, rather than the date of registration of the Order and the relevant resolution by the Registrar of Companies (the "Registrar"). Within fifteen days from the date the Court Order is drawn up, the company must submit to the Registrar:
- A copy of the Court Order ratifying the reduction of its share capital; and
- A copy of the Court-approved resolution detailing the amended reduced share capital, including the total amount, the number of shares, the nominal value of each share, and any amounts deemed to have been paid on each share as of the date of the Court Order.
The Court may extend the submission deadline if deemed necessary. Upon receipt, the Registrar records and certifies the filing of the Court Order and resolution. The certificate issued by the Registrar constitutes conclusive evidence that the company has complied with the law regarding share capital reduction and confirms the company's reduced share capital as stated in the Court-approved resolution with effect as from the date of the Court Order.
Registration of Charges
The Amending Law provides much-needed clarity regarding the late registration of changes to, or assignments of charges. Previously, section 96 of the Companies Law addressed only the late registration of charges or mortgages and the correction of inaccurate declarations, without covering the late registration of assignments or amendments. The Amending Law now explicitly addresses these gaps, setting out provisions for the late registration of assignments, amendments, and any modifications or changes to the particulars of charges.
Administrative Reinstatement of Companies
Another notable amendment concerns the procedure for the administrative reinstatement of a company, that is, the reinstatement of its name on the Register of Companies after it has been struck off, usually for failure to comply with its filing obligations. The Amending Law removes the previous requirement for issuing a separate certificate of restoration by the Registrar, which marked the effective date of reinstatement. Under the new process, once the Registrar is satisfied that all statutory criteria have been met, the application for reinstatement is registered directly, and the company's name is immediately restored to the register. From that point, the company is deemed to have continued in existence as if it had never been struck off, with the effective date of restoration being the date on which the Registrar registers the application. A notice of the restoration is then published by the Registrar in the Gazette.
Other Amendments
Under the Amending Law when a foreign company which has been registered as a continuing company in the Republic changes its name, the Registrar will issue an amended certificate of continuation to reflect the new name.
The Amending Law aims to modernise and streamline the issuance of certificates by the Registrar. It introduces simplified procedures to facilitate business activity. Notably, electronic certificates issued by the Registrar are now recognised as valid evidence in any legal proceeding, carrying the same legal weight as original paper certificates.
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.
