Cyprus Companies Law and Practice

To be announced.

UNIT 1: Introduction to Cyprus companies

1. ‍‍Introduction to Cyprus Companies
2. Overview of Company Law Cap 113
3. Types of Companies in Cyprus and comparison to other business formations
4. Why setting up a company in Cyprus is advantageous - advising your clients.
5. Applying for a name - tips, tricks, and procedures.
6. Omitting the Ltd from a company name and analysing the difference between non-profit company and an NGO.
7. Overview of the procedure for Company Incorporation at the Companies Registrar.
8. Review of applications and how to fill them out

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UNIT 2: The Concept of Limited Liability

1. What is limited liability and how does it relate to corporate personality?
2. Key case law and practical exercises for its application - UK law
3. Cyprus case law applying limited liability
4. Discover the ways in which the court and statute can lift the corporate veil in Cyprus
5. Overview of key case law regarding the criteria applied by the court to lift the corporate veil.
6. Lifting the corporate veil between subsidiaries and parent company
7. Lifting the corporate veil for torts between subsidiaries and parent company.
8. Overview of Cap.113 provisions that lift the corporate veil.
9. Who is a promotor of a company?
10. What is the liability of a promotor in a company under common law and under statute?
11. Scenario-based activity in a group discussion for underpinning understanding of the topics covered.

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UNIT 3: Memorandum and the Articles of Association

1. Overview of the constitutional documents of the company.
2. What is a Memorandum of Association and articles and what role do they play
3. Analysis of section 14 CAP 113 and consideration of our options regarding articles - practical advice
4. Analysis of the format of the articles of association and contents.
5. Group activity - overview of questionnaire template for the articles of association with discussion of each question.
6. How do we amend the articles, what is the procedure and what documents are required?
7. Amendment of Articles: Drafting specific provisions and resolutions.
8. Analysis of the principle of statutory contract and how this affects in practice the enforcement of the articles of association.
9. Who in practice can enforce the articles of association?
10. The Memorandum - group activity reviewing a memo template.
11. Overview of the procedure for amending the Memo and group activity.
12. Practical activity for translation of documents.

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UNIT 4: The Corporate Machine- Organs of the Company

1. Understand the different branches of the company
2. Defining shareholders and their role.
3. The role of the register of members and how to draft it.
4. Who are the directors of a company (explanation of Managing, alternate, non- exec, de facto, shadow and their application under Cyprus statute and case law).
5. Director's remuneration and safeguarding against abuse.
6. Appointment, removal, disqualification and retiring directors - procedure and overview of relevant resolutions and how to draft them
7. The company secretary - what is the role according to CAP 113.
8. The changing function of the secretary and the concept of stakeholder mapping.
9. Officers' liabilities under CAP 113 - decoding the law and practical aspects to be aware of.
10. Delegation of officers' statutory role to secretary - practical advice and best practices.
11. Practical scenario: can the secretary bind the company?

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UNIT 5: Directors Duties

1. The statutory duties of a company director
2. How to curtail powers under the articles.
3. To whom does a director have a duty and who is likely to have a claim against a director?
4. Director and how to safeguard and mitigate risk.
5. Group discussion - does a nominee director have liability?
6. Civil and criminal liabilities of company directors.
7. How to protect a director against statutory liability?
8. Overview of case law regarding fiduciary duties of directors and its application in the real world using hypothetical scenarios.
9. Explanation of the Indoor management rule and ostensible authority and how does this work in practice?
10. Hypothetical scenarios and group discussion regarding directors' duties to cement knowledge.

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UNIT 6: Members and General Meetings

1. Introduction to Members and General Meetings
2. Types of General Meetings for shareholders.
3. The AGM - procedure and review of documentation that should be drafted and how to effectively draft it.
4. The EGM - procedure and review of documentation that should be drafted and how to effectively draft it.
5. Types of resolutions that can be passed at a General meeting.
6. What are the criteria that must be satisfied for a valid General meeting (convening, notice, quorum).
7. Overview of the law relating to notices and Group activity reviewing template notices. Is it possible to give shorter notice? how?
8. The use of Proxies and review of proxy forms - review in practice.
9. Review of Minutes and practical advice and effect of the minutes.
10. The Quorum and our options in the articles and presumptions set by law.
11. Review and discussion of topics covered.
12. A Short quiz to cement knowledge.

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UNIT 7: AGM's and Accounts

1. What are audited financial statements
2. What is the role of audited financial statements
3. Consolidated financial statements - what are they when are they required and what exceptions
4. The liability to comply with accounting standards - the director and his duty
5. The obligation to ensure the availiability of financial statements
6. Distribution of dividends and the rules of the law and how they apply in practice.
7. Annual returns - practical advice and procedure
8. Other business to be transacted at the AGM.
9. Analysis of the role of the auditor in Cyprus.

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UNIT 8: Shares

1. The register of members and the legal presumption explained.
2. What should not be listed on the register of members and who is responsible
3. When should the register of members be updated?
4. Definition of a share
5. What are classes of shares?
6. What are the four ways we can create classes of shares in Cyprus - and practical advice.
7. Analysis of what can be considered a class right.
8. Analysis of the legal presumption in relation to classes of shares
9. How to rebut the presumption
10. Group analysis of a case study and discussion.

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UNIT 9: Shares on the move

1. What is a variation of class rights?
2. Τhe meaning of abrogation?
3. When and why would class rights be varied?
4. Practical procedure for the variation of class rights - overview of templates
5. What you should be aware of and keep an eye on
6. Overview of documents and drafting for classes of shares
7. How to issue and allot shares (group review of templates and resolutions)
8. How to transfer shares (group review of templates and resolutions)
9. Τhe concept of transmission of shares under the law and how to avoid it
10. The need for a share purchase agreement? -

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UNIT 10: Raising Capital: equity and finance

1. What is the capital and the different types of capital
2. What is the concept of capital maintenance and its erosion?
3. Different ways in which capital can be raised.
4. Raising capital through equity - including issuing at a premium
5. The procedure and documents (how to fill them out and draft resolutions) for increasing share capital.
6. Why would a company increase its share capital?
7. What is forfeiture and what does the law say - how does this apply in practice?
8. What is the reduction of share capital - what does the law say and how does this apply in practice
9. Review of court procedure and documents in a group for reduction of share capital.
10. The share premium account, reduction account
11. Case studies concerning issuing at a premium, dilution and increasing the share capital.

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UNIT 11: Raising Capital: Debt Finance

1. What is debt finance
2. Explanation of debentures?
3. The concept of fixed and floating charges and their differences and consequences in practice - which to choose
4. The impact of liquidation on charges
5. Group discussion of case study relating to charges
6. The procedure for registration of a charge and the obligation to have a register of charges - what should be included
7. Being aware of the principles of arms-length transactions in director, shareholder and intra-group debt financing.
8. Introduction to the concept of transfer pricing its application.
9. Group activity - Loan documentation overview
10. Case studies in relation to arms length pricing and group discussion of consequences.

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UNIT 12: Minority Protections Part 1: 

1. Explanation of the concept of majority rule and the relevant case law
2. How does this affect the structure of a company - what protections can you use>
3. Exceptions to the majority rule under the common law -
4. Real-world examples of its application.
5. The personal rights exception and how this can be applied in real-life
6. The ultra vires exception and how this can be applied in real-life
7. The Fraud exemption and how this can be applied in real life
8. Cyprus case law on the exceptions to the majority rule and the application

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UNIT 13: Minority Protections Part 2: 

1. Overview of statutory minority protections
2. Overview of the derivative action and group review of templates
3. Group activity - when is a derivative action appropriate
4. Overview of the representative action and group review of templates
5. Group activity - when is a representative action appropriate
6. Overview of the personal action and group review of hypothetical case studies
7. Group activity - is a personal action appropriate?
8. When can a shareholder use section 202 of Cap 113.
9. The remedy of just and equitable winding up - hypothetical scenarios and group discussion of the remedy in real-life.

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UNIT 14: Shareholder agreements and their applicability: Part 1: 

1. What is a shareholder's agreement
2. Examples of when a shareholder agreement is required.
3. Who should be a party to the shareholder agreement
4. Group discussion - when should the company be a party to this agreement?
5. Hypothetical scenario discussion in relation to SHA
6. Review of checklist for the contents of a shareholder agreement
7. Discussion of the priority of the SHA over the articles following review of case law, hypothetical scenarios and statute law.
8. Examples of conflicts and discussion
9. Examples of Deadlock provisions you may want to consider.

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UNIT 15: Introduction to corporate tax and tax on dividends under Cy law

1. Reminder of the rules relating to distribution of dividends
2. Explanation of interim and final dividends
3. The exemption from tax on dividend income - how it works.
4. What is the special defence contribution
5. Explanation of the non- domiciliation rules - when does it apply and how can this be applied to corporate structure
6. Corporate tax - what is it? how does it work
7. The future of corporate tax

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Unit 16: The UBO Register

1. What is the UBO register and why is it important?
2. Review of the law and its requirements
3. Review of advice provided by the Companies registrar and the final solution
4. How to find the UBO - calculations and what documents must be reviewed.
5. Case studies of different corporate structures, including trusts, foundations, groups of companies etc. individual activity.
6. Discussion of individual findings

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UNIT 17: The power of attorney

1. What are Powers of Attorney
2. The different ways in which a POA can be executed
3. Execution of a POA abroad.
4. Practical tips on the use of POA's in Cyprus
5. Relationship of POA's to management and control - risks and mitigation
6. POA Drafting Tips- what terms should be included?
7. Thought Shower
8. Certification & Apostille and distinction from notarization
9. Revoking a Power of Attorney - the procedure and review of templates.
10. Review of recent case law in relation to signing of the POA and the practical effect of this case law in real-life scenarios.

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UNIT 18: Nominee Shareholders and Trusts - Part 1

1. The evolution of the trust
2. The concept of equity and its inception
3. Defining the term trust.
4. How a trust works - using scenarios
5. The parties to a trust and their role - the magic triangle.
6. What property can be included in a trust
7. What types of trust can be used?
8. The trust and the nominee shareholder-group discussion of hypothetical scenarios
9. Review of trust template for holding of shares on trust
10. Determining the beneficiaries of a trust

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UNIT 19: Nominee Shareholders and Trust Arrangements - Part 2

1. The duties of a trustee under statute law
2. Fiduciary duties and powers
3. Deep dive into the liabilities of a trustee - hypothetical scenarios and case studies
4. Declaration of a valid trust -
5. The local trust - what is it and procedure for creation (+ legal framework)
6. The international trust - what is it and procedure for creation (+ legal framework)
7. Types of international trusts - advising clients
8. Benefits of a Cyprus international trust.
9. Explanation of the three certainties and how they are applied in practice
10. Registration of trusts in Cyprus - practical advice and review of scenarios to cement understanding
11. Overview of new case law in this area in relation to company law - and its real-world application - group discussion.

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UNIT 20: Substance - Management and Control

1. What is substance and why is it important?
2. The concept of management and control
3. Substance and control against the background of the Cyprus legislative framework
4. Management and control against the background of international treaties
5. Review of case law and what we can deduce from the case law and apply in real life.
6. The management and control test - what is it and how can we apply it when designing corporate structures and corporate governance
7. Management and control of the business v Shareholders of the company
8. Management and control v place of business operations of a company
9. Practical advice on avoiding the residency of a company being transferred
10. Real-life examples of cases and group discussion
11. The future of the management and control test.

This course is suitable for:

• Lawyers
• Corporate Administrators
• Compliance Officers
• Compliance Assistants
• other professionals working in the corporate sector
• Accountant/auditor/book keeper
• Financial Professional
• Fiduciary services firm employee/director
• Bank employee.