Memorandum of Association

The Memorandum of Association is a statutory document of a company on the basis of which a company is established and is required for those who wish to form a new business in Cyprus. It provides specific objects a company is set for and governs the relationship between the company and the outside world.

The document provides regulations for the company’s business governance. Where a company set for general objects, activities of which do not require any kind of license from an authority or regulatory body, a private company with a share capital may be set, Memorandum of Association of which would provide for general company’s objects.

In principle the private company’s Memorandum of Association contains at least the following:
i. Name of the Company;
ii. The Company’s objectives;
iii. a statement that the liability of the Company’s members is limited;
iv. the amount of share capital (provided that a company has a share capital) with which the company intends to be registered and its distribution and affiliation between the Company’s shareholders; and
v. The shareholders’/subscribers’ to the Memorandum of Association particulars and their signatures opposite their names and, the number of shares held by each of them (given that a company has a share capital).
vi. Signatures of a witness and the lawyer who prepared the Memorandum of Association is required for completing the document.

Amending the Memorandum of Association

As already mentioned earlier, following incorporation, a company may need to proceed with the amendment of its memorandum where the company’s objects changed or expanded.

For amending the provisions of a company Memorandum of Association relating to its objects, a special resolution would need to be tailored to reflect and approve relevant changes.

Court approval is required (pursuant to a relevant application) for further filing of the amended Memorandum of Association with the Registrar of Companies alongside the relevant special resolution. Such a resolution must be submitted to the Department of Registrar of Companies within 15 (fifteen) days from the specified time limit set in the Court Order, (subject to directions given in the Court Order).

Special resolution for the amendment of the Memorandum of Association may be filed either through ARIADNI – the internet filing system of the Registrar of Companies or in hard copies delivered to the Department of Registrar of Companies by hand.

It is worthy to note that the Special Resolution will need to be accompanied by:
(i) a copy of the court order;
(ii) an amended memorandum;
(iii) the Registrar of Companies fee for the filing of the amendment;

In case the documents are in a language other than Greek a certified translation of resolution and memorandum in Greek language required; such a translation may be arranged by an affidavit or by 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 a result of the amendments made Registrar of Companies issuing certified copies of the amendment of objects.

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