Corporate and Commercial Law
Demetrios A. Demetriades LLC is recognized for its well established practice and reputation in the corporate and commercial law arena, with a specialization in the formation and administration of companies, registration of International Business Branches in Cyprus, formation of trusts as well as regularly being involved in structuring of complex international cross-border transactions and joint ventures. As a result of our successful world-wide network of business relations and our personalised approach, Demetrios A. Demetriades LLC, has advanced into a principal leader in the company and commercial law field of practice.
Demetrios A. Demetriades LLC, team is capable in providing to its clients legal and business advice and support in conjunction with tax advice with respect to corporate re-organization and re- structuring, re-domiciliation, drafting of company and commercial law agreements, drafting of security documents including their registration where necessary, legal and tax due diligence and legal and tax opinions, etc.
Our practice includes the provision of a wide-ranging scope of services from the formation of a Cyprus Company, its management and administration, up to its dissolution. Our expertise further extends to share capital increases, equity contributions, variation of different class rights, transfer of shares etc. Demetrios A. Demetriades LLC’s practice further extends to the preparation and submission of Court applications pursuant to the Companies Law Cap. 113, particularly for the amendments to the object clauses of the Memorandum of Association, reductions of share capital, extension time, liquidations and other Company Law related litigation.
The law firm’s team excels in providing fiduciary, secretarial and registered office services.
Through our network of business relations we are able to offer company formation services in other jurisdictions. In rendering the above services our clients are secured that all matters are dealt with punctually, efficiently and in the strictest confidence.
Below is an outline of the legal services offered by the corporate department of Demetrios A. Demetriades LLC:
Establishment of Cyprus companies
Management and administration of Cyprus companies
Drafting and negotiating of company and commercial law agreements including but not limited to share purchase agreements, shareholder’s agreements, joint venture agreements, subscription agreements, donation agreements, share contribution and transfer agreements etc.
Amendments to Memorandum and Articles of Association
Re-domiciliation of companies
Corporate re-organization and restructuring of businesses
Joint ventures and cross-border transactions
Court representation pursuant to the Cyprus Companies Law Cap. 113
Escrow agency services
Legal and tax opinions
Legal and tax due diligence
REGISTRATION OF COMPANIES
Through our devoted team of specially trained personnel, Demetrios A. Demetriades LLC is capable in handling the registration of Cyprus companies as well as the registration of companies in other jurisdictions through our network of business associates, including among other jurisdictions, the British Virgin Islands, Seychelles, Panama, the Cayman Islands, Belize, Marshall Islands, United Kingdom etc. We are able to furnish nominee directors, secretary and shareholders for companies registered in other jurisdictions.
Our corporate services comprise of the formation of companies, including the preparation of tailor-made Memorandum and Articles of Association drafted on a case by case basis.
At any given moment we have ready-made companies, “shelf companies” as they are known, for immediate use by our clients, subject to compliance with our Know-Your-Client procedures and the execution of a letter of engagement. The purpose of executing a letter of engagement by all shareholders is that the directors will know from whom instructions should be received and the extent of the authority given to such authorised persons whose name appear on the letter of engagement. As long as the directors are acting within the authority and the instructions received are pursuant to the letter of engagement, they will be kept harmless and fully indemnified by the beneficiaries of the company.
Our shelf companies are incorporated with shareholders, directors (only physical persons), secretary and registered office from our office. Alternatively, we are able to proceed with the registration of companies with names of our client’s choice, subject to receiving the prior approval of the Registrar of Cyprus Companies.
It takes four to five working days to have a response from the Registrar of Cyprus Companies in an application for approval of name. It takes five to seven working days for a Cyprus company to be registered.
In addition, we have “approved names” available, which have already been pre-approved by the Registrar of Cyprus Companies and can be used by our clients for the purpose of registering their Cyprus company.
REGISTRATION OF INTERNATIONAL BUSINESS BRANCHES IN CYPRUS
Pursuant to section 347 of the Companies Law CAP113, companies incorporated outside the Republic of Cyprus may establish a branch within the Republic of Cyprus provided that within one month of the establishment date, they deliver to the Registrar of Cyprus Companies the documents to register itself as an overseas company with the Registrar of Cyprus Companies.
The registration of a branch in Cyprus does not amount to the registration of a new company, but rather the overseas company may operate through its branch in Cyprus for the implementation of its international activities.
At Demetrios A. Demetriades LLC we can assist our clients through the entire process of the registration and the operation of branches. The registration process of a branch is basically the same as that for the registration of companies. In addition, overseas companies may establish a branch in Cyprus by submitting the following documentation with the Registrar of Cyprus Companies:
(a) a written report which shall include the following information:
(i) the name and legal form of the overseas company, as well as the name of the branch, if this is different from the name of the overseas company;
(ii) the registered office and the address of the overseas company as well as the address of the place of doing business;
(iii) the purpose and objects of the overseas company and of the place of doing business;
(iv) where applicable, the register in the third country together with the relevant registration number of the overseas company, where the basic information about the company have been filed;
(v) the amount of the capital subscribed, where applicable;
(vi) where applicable, information as to the winding-up of the overseas company, the appointment of liquidators, particulars concerning them and their powers, as well as the termination of the insolvency proceedings, arrangements, compositions, or any analogous proceedings to which the company is subject.
(b) a certified copy of the charter, statutes or memorandum and articles of the company or other instrument constituting or defining the constitution of the company, as well as all amendments to such documents, if the instrument is not written in the English language, a certified translation is required.
(c) a list of information concerning the Directors and Secretary which must include:
in case of an individual: names, residential addresses, nationality, business occupation, passport number;
in case of a corporation: its corporation name registered or principal address.
(d) the names and addresses of one or more persons resident in the Republic of Cyprus authorized to accept on behalf of the company service of notices required to be served on the company.
It is necessary for the above documents to be legalised and apostilled as well as translated into the Greek language prior to submission to the Registrar of Cyprus Companies.
Accounts and Reports
Every overseas company that maintains a branch in the Republic of Cyprus shall deliver copies of the following to the Registrar of Cyprus Companies every financial year:
(i) Financial accounts;
(ii) Directors’ report;
(iii) Auditors’ report;
which the overseas company had presented to its last general meeting and subsequently published in accordance with the applicable provisions of the State where it was incorporated.
This obligation is not applicable to foreign companies which in the member state of origin, they draw up financial accounts and audit and disclose same in accordance with the provisions of the Directives of the European Union 78/660/EEC, 83/349/EEC and 84/253/EE.
A foreign company which is exempt, shall deliver to the Registrar of Cyprus Companies a certificate signed by the director and the secretary of the company to the effect that the company is an exempt company and it shall state that the law applies such exemption.
The company shall also submit a statement made by the designated Authority of the home state that the said company is an exempt company by virtue of the said provision.
Notice and Service
Any process or notice required to be served on an overseas company shall be sufficiently served if addressed to any person whose name has been delivered to the Registrar of Cyprus Companies as the person for service within the Republic of Cyprus.