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Andreas Neocleous & Co LLC
Which is the key piece of legislation governing a Cyprus public company limited by shares?
Companies limited by shares (both private and public) are principally governed by the
Companies Law, Cap 113, as amended (the Companies Law), which is based on the English
Companies Act of 1948, as amended to incorporate the EU Company Directives to Date.
What is the liability of the shareholders of a public limited company?
The company is a separate legal personality distinct from its shareholders.
A shareholder in a limited liability company is not personally liable for any of the debts of the
company, other than for the value of their shares in the company.
Are there any number/age and nationality/ residency restrictions applicable on shareholders?
A public company must have a minimum of seven members. If it carries on business for
more than six months while the number is reduced below seven, every person who is a
member of the company during that time is severally liable for the payment of the whole of
the company’s debts contracted during that time (Companies Law section 32).
Otherwise the law does not impose any restrictions as to age, nationality or residence on
shareholders. However, some companies prohibit shareholders under the age of 18 years by
provision in their articles of association or terms of issue.
What is theminimumshare capital required for the establishment of a public limited company?
Theminimumcapital of a public company is €25,630. It must be in place before the Registrar
of Companies will issue a certificate of trading.
How is a public limited company established?
A company is incorporated by submitting the requisite documents and fees to the Registrar
of Companies. The documents that must be submitted include a duly signedmemorandum
and articles of association of the company (specifying, among other things, the name,
objects, nominal share capital and the fact that the liability of members is limited), details
of the registered office, names and addresses of the founding members of the company
and the number of shares allocated to them, and details of the proposed directors and
company secretary. The memorandum of association registers in its objects clause the
activities which the company is authorised to carry on, whereas the articles of association
contain the rules governing the internal management procedures of the company.
A public company may be established as such or may be converted from a private limited
company by alteration of the company’s memorandum and articles of association. The
following requirements apply to public companies:
The minimum number of members is seven. There is no upper limit.
There must be at least two directors.
PUBLIC COMPANY LIMITED BY SHARES
Maria Kyriakou,
Attorney at law
Partner at
Andreas Neocleous & Co LLC