Insights: Reinstating a Cyprus Company struck-off the register

A Cyprus company which has been struck off the register of companies can be reinstated, depending on the circumstances, either by an application directly to the Registrar of Companies or by an application to the District Court.

1. Registrar of Companies (Section 327A of the Cyprus Companies Law)

The most recent amendment to the Cyprus Companies Law entitles any member or director to apply to the Registrar of Companies and request the re-in-statement of  the company without the need to first obtain a Court order.

Upon receiving an application, the Registrar of Companies will reinstate the company if the following conditions are met:

• the application was made within 24 months of the company being struck-off;
• at the time of the strike-off the company was carrying on business;
• the company is up to date with all filing requirements,
• the company has paid all fees, levies, penalties and fines due to the Registrar of Companies,
• the reinstatement fee has been paid;
• the Registrar of Companies has good reason to believe that the strike-off has caused a disadvantage to the applicant.

If the Registrar is satisfied that the above conditions have been met, he will reinstate the company and his decision will be published in the official Cyprus government gazette.

2. District Court

If the above cannot be satisfied, or if the applicant is a creditor, an application can be made to a court requesting an order of the reinstatement of the company. Generally, a court will exercise its discretion to restore a company to the register, if:

(a)        it is satisfied that the company at the time of being struck off carried on business or

(b)        it considers that it is just that the company be restored to the registry.

If it can be demonstrated that the company has potential value to its shareholders or to third persons, the court will generally exercise its discretion in favour of reinstatement.

How can we help?

We can advise and assist shareholders, directors and creditors to reinstate a company which has been struck off the Cyprus Register of Companies. For assistance in reinstating a company struck off the Cyprus Register of Companies or if you would like information on the range of commercial law services offered, please contact: [email protected]

Theodorou Law is a Cyprus law firm with Cyprus lawyers and other legal experts on legal matters involving Cyprus law, EU law and international law. The above should be used as a source of general information only. It is not intended to give a definitive statement of the law.