The Articles of Association sets out the regulations for the company’s operation including but not limited to decision-making quorum, transfer of shares and pre-emptive rights, outlines the governance, divide the powers between the directors and members of the company for enabling the functioning of the company and smooth operation of the company’s business.
Articles of Association Model would depend on the type and activities of the company to be incorporated.
A limited liability private or public company with shares may adopt the regulations contained in Table A of the First Schedule of the Companies Law as its Articles of Association or choose to adopt part of these regulations.
After drafted and certified by our associated lawyers the Memorandum and Articles of Association is submitted to the Department of Registrar of Companies and Official Receiver along with other documents for company registration.
The Articles of Association are important to a business, which is why it is vital they are bespoken appropriately to meet and correspond with the company’s business needs. It should be noted that the Articles of Association are the cornerstone of the company and when properly tailored reassure shareholders of a company’s powers and expectations of Directors.
Any amendments of the Memorandum and Articles of Association should be notified to the Registrar of Companies. For further information on this topic, please contact us directly.
The Articles of Association bind each member of the company to compliance and outline how the company should be run. It specifies the powers of the Directors and guides as to comities’ responsibilities, employees’ options (if any), contracts’ conclusion by the Company, profit distribution, and other related matters. In principle, the Articles of Association are cover such major topics as:
There are many reasons why a company may choose to amend its Articles; some of these are set below for a sample purpose:
A company may amend specific regulations of its Articles of Association (containing the regulations of its operation) or a complete document by a special resolution.
For completing the amendments of the Articles of Association, the company is obliged to submit to the Registrar of Companies the relevant special resolution within fifteen (15) days from the date of the resolution.
Similarly to the filing of the amendments of the Memorandum of Association a company may submit the resolution for the amendment of the articles of association, either through the electronic filing system of the Registrar of Companies or deliver the hard copies by hand.
To complete such a filing the following documents need to be submitted to the Registrar of Companies along with the special resolution:
In case the documents are in a language other than Greek a certified translation of resolution and Articles of Association in the Greek language required; such a translation may be arranged by an affidavit or by a sworn translator of the Republic of Cyprus, which our office will be happy to assist you with to facilitate the process;
Assuming that the Registrar of Companies is satisfied with documents filed and have no further queries/additional request on the matter, the changes will be registered and the file of the company updated.
Finally, as result of the amendments made Registrar of Companies issuing certified copies of the amendment of regulations.
It is a matter of fact that the Articles of Association is a publicly available document and therefore can be viewed freely by any third party interested in it. It is therefore advisable that provisions that are confidential are kept private. This may be achieved by the creation of a Shareholders Agreement working side by side with the Articles of Association whereas all confidential aspects and matters set so that to keep private from the public.
Although a Shareholders Agreement is not a legal requirement, it provides certainty and security for existing members of the company as well as clarity of corporate structure and business functioning to potential investors. It works as a safeguard for keeping confidential matters private and undisclosed from outsiders of the company as opposed to publicly available Articles of Association.
More specifically a Shareholders Agreement secures the following: