INVOLUNTARY “STRIKE OFF”


INVOLUNTARY "STRIKE OFF"

Involuntary “strike-off” of an inactive Cyprus company

When in the opinion of the Registrar of Companies a company has stopped carrying out any business operations and became inactive, a notice in a form of a letter sent to the registered office of the company informing the company of the Registrar of Companies' intention to strike off the company from the registry is issued by the Registrar of Companies.
Where the company does not respond within one (1) month from the date of that letter, the Registrar of Companies will issue a second letter notifying the company of a further deadline of one (1) month to respond to the Registrar of Companies letter concerning the company.
If with the given timeframes the company does not object to the strike-off letter, the Registrar of Companies may proceed to strike off the company from the registry following the Companies Law (the "Law").
Hence, the Registrar of Companies proceeds with the publication in the Official Gazette of the Republic, of a notice informing that within the three months period as of the publication in the Official Gazette of the Republic date, the company will be struck off the companies register.
After the three (3) months expiration period has lapsed and, providing that no objection to the company’s strike off is filed, the Registrar of Companies proceeds to strike off the company from the register, and publishes the act in the Official Gazette of the Republic of Cyprus subsequently updating the company’s status within the Registrar of Companies books and records.

“Strike-off” for failure in payment of the annual fee

Where a company overlooks to make payment of the annual fee for a period of up to one (1) year, from the date when this becomes due, a publication in the Official Gazette of the Republic is arranged by the Registrar of Companies on par with sending of a relevant notification letter to the registered office of the company by post, informing the company that after three (3) months period from the date of publication, the name of the company will be struck off of the companies register.

If the company fails to arrange the payment of the annual fee and the correspondent penalties within the period of three (3) months from the date of publication and, providing that no objection to the company’s strike off is filed, the Registrar of Companies proceeds with the strike off of the company from the register and further publication of the act in the Official Gazette of the Republic of Cyprus, simultaneously updating the status of the company on the register.

“Strike-off” from the registry for failure to make statutory filings

Where a company fails to file with the Registrar of Companies any document required under the Companies Law (e.g. Audited Financial Statements), the Registrar of Companies may request to file the overdue documents by sending a relevant letter to the company’s registered office. In case the company fails to provide the Registrar of Companies with the requested documents within the defined timeframe, the registrar of Companies proceeds with publication in the Official Gazetted of the Republic of the strike-off notice concerning the company, within 6 (six) months from the date of the letter.

The status of the company is simultaneously updated in the register of the companies accordingly.

“Strike-off” possible consequences and reinstatement / restoration of the company at the Registrar of Companies

After the involuntary strike off from the companies register, the company is considered dissolved and the assets, and the rights the company possessed before the dissolution, are considered bona vacantia and belong to the Cyprus Republic (subject to the exception of assets held by the company on trust for another person).

It should be noted that notwithstanding the dissolved status of the company, the liability of the company’s directors, and any officer as well as any member of the company, continues to exist and, maybe executed as if the company had never been dissolved.

Finally, any interested party (e.g. the company’s member, or creditor) that disagrees with the strike-off of a company, and who has suffered loss or damage before the company’s strike-off of the registry, can request for the company restoration by applying to the Court. An application for the company restoration may be filed by such a party during and up to a period of twenty (20) years from the date of the company’s strike off.

Restoration

As already mentioned above any interested party may file a petition to the Court for the company restoration. Such a petition must be filed within 20 years as of the date of the Company’s strike off of the Registry in order to be accepted by the Court.

Where a petition for the company restoration is accepted by the Court, it issues an Order for the company restoration. Once an Order official copy is delivered to the Registrar of Companies the company will be reinstated in the Register.

For the successful completion of the company reinstatement the company is obliged to fulfill all of its outstanding obligations including but not limited to:

  • submission to the Registrar of Companies of pending financial statements and/or audited accounts;


  • annual returns, and - any pending company levies

    - any other documents as the case may be.

    How can we assist you to avoid the “strike-off”

    An objection to “strike-off” from the registry can be drafted and submitted to the Registrar of Companies within the given time frames (i.e. the three months’ notice period). The objection may be submitted by the company itself (or the company’s representative/attorney/any interested third party), any of its members, creditor, and/or an interested third party (as the case may be). The reasons for the objection must be stated therein as well as the applicant details.

    Our company assists in drafting, submitting, and monitoring objections to “strike-off”, communication with the Registrar of Companies, and arrangement of companies’ annual compliance under the Law for the avoidance of penalties imposition and unexpected force major situations connected to “strike off” of the registry of legal entities for non-compliance with relevant legislation.

    We act as a link connecting you, your company, and your personal with the Registrar of Companies aiming to support full statutory annual compliance by your company hence avoiding unforeseeable circumstances which may negatively influence your company’s business reputation as well as business processes. We acting as an integral part of your company representing your interests here in Cyprus by arranging day-to-day administrative support for your company and/or business registered in Cyprus.

    How can we assist in the restoring your company

    Finally, we assist in the restoration of companies and preparation, filing, and further maintenance of relevant applications with the Court as well as arranging and managing all necessary submissions to the Registrar of Companies for successful restoration of your company.



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