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Andreas Neocleous & Co LLC
Increase its share capital by new shares of any amount;
Consolidate and divide all or any of its share capital into shares of a larger amount;
Convert any paid-up shares into stock and reconvert the stock into paid-up shares of
any denomination;
Subdivide any of its shares into shares of a smaller amount; and
Cancel shares which have not been taken up.
Subject to any provision in its articles of association and to confirmation by the court a
company may by ordinary resolution of its shareholders reduce its capital. It may also vary
the rights attached to any class of shares by separate class resolutions at separate meetings
of the holders of each class.
Can the share capital fall under the minimum amount of €25,630?
The minimum share capital of a public company is mandatory. A public company that loses
half of its issued share capital (or a lower amount that the directors consider jeopardises its
viability) must immediately convene an extraordinary general meeting in order to examine
whether the company should be wound up or what other measures should be taken.
What are the administrative bodies of a public company limited by shares?
The management of a company’s business affairs is the responsibility of its elected board of
directors, unless otherwise provided in its constitutional documents. The directors generally
meet regularly to discuss the affairs of the company and to pass resolutions which affect
the business affairs of the company. The board’s other responsibilities include the issue
and transfer of shares in the company, appointment of staff and approval of the financial
statements. In performing these duties, the directors must always act in good faith and
exercise due care and diligence with respect to the company and its shareholders.
The day to daymanagement of the company’s affairs is left to corporate officers appointed by
the Board to perform certain tasks. These officers have actual or ostensible authority to bind a
company with respect to decisions or matters that a person in that position generally makes.
Shareholders in a general meeting have the powers defined in the articles of association and
the Companies Law.
What is the minimum and the maximum number of members of the Board of Directors
(
BoD) of a public company limited by share prescribed by law?
The minimum number of directors of a public company is two. The law does not set any
upper limit.
Under which conditions can a legal entity be appointed as member of the BoD?
A legal entity may be appointed as a director. It must designate a natural person as its
representative.
How are the BoD members appointed and removed?
The Companies Law is silent regarding the means of appointing directors, leaving this to
the articles of association. In practice the first directors are appointed by the subscribers to
the memorandum, and are required to file a consent to act as a director with the Registrar
of Companies.
There isno requirement under theCompanies Lawfor directors toholdshares in thecompany.
If the articles of association provide for a share qualification, every director appointed must