Cyprus Company can be closed either by way of strike off from the Registrar of Companies or by way of members’ voluntary liquidation. The main difference between strike off and liquidation is that if the Company is struck-off it may be restored following a relevant application to the court through a Cyprus Lawyer within 20 years from the moment of strike off, whilst this cannot be done if the Company is liquidated. The procedure to be followed for striking off the company is also much simpler and straightforward than the one to be followed for liquidation.

 

According to the Cyprus Legal System, the strike-off procedure constitutes of the below steps:

  1. Directors of the Company submit with the Registrar of Companies a letter confirming that the Company has no activity.
  2. The Registrar publishes in the Gazette of the Republic of Cyprus notice that the name of the company will be struck off the register of companies within three months unless a cause is shown to the contrary.
  3. After three months have elapsed, and provided that nobody has objected to the striking off of the Company, the Registrar will publish in the Gazette notice that the Company has been struck off and the Company is then dissolved.
  4. The whole procedure usually lasts from several months up to a year.

 

Given that the company is dormant at the time of applying, the steps to be followed for accomplishing a members’ voluntary liquidation as per Cypriot law  are the following:

  1. The majority of the directors make a statutory declaration that the Company is solvent. The declaration must be accompanied by an up to date statement of the company’s assets and liabilities and must be notarized.
  2. The members of the company resolve to put the company into voluntary liquidation at the extraordinary general meeting during which the liquidator is also appointed.
  3. The liquidator informs the Registrar of Companies that the company has been placed into members’ voluntary liquidation and an advertisement of this is made in the Official Gazette of the Republic of Cyprus.
  4. Notice of one month for the company’s final general meeting is them placed in the Gazette.
  5. The Liquidator prepares a statement of his dealings during the liquidation period, which is presented at the final general meeting.
  6. Notice of the results of the final general meeting is given to the Registrar of Companies within 7 days from the date thereof.
  7. The Company is considered dissolved in 3 months from the date of the final general meeting.
  8. Assuming that there are no assets or liabilities at the time the company goes into liquidation and no other complications, the liquidation procedure should take approximately 5-6 months from the time the first filing is made.

G.Kouzalis LLC notes that the Company will be able to proceed with the liquidation procedure only if the annual levy fees have been paid to the Registrar of Companies.

Lastly, please note that in order to obtain authorization to act as a Liquidator, the individual must meet the standards prescribed in article 14 of the law, which one of them is to have at least three years’ experience as a lawyer in Cyprus Law firm.

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