Olga Papadimitri, a lawyer in Cyprus, has been successfully attested for providing insolvency services for both companies and individuals (insolvency practitioner). She is a member of the Cyprus Association of Insolvency and Crisis Management Practitioners.

To alleviate the consequences of the banking crisis in Cyprus, in 2015 significant changes were made to the legal regulation of this area. Within the framework of the new law, special schemes for individuals’ personal debt restructuring were proposed, as well as the terms for writing off debt obligations, under certain conditions.

If you need help with liquidation of a company in Cyprus or debt restructuring, you may contact us by phone or email. (...)

+357 9666-4774 (Viber, WhatsApp, Tg)

This email address is being protected from spambots. You need JavaScript enabled to view it.

Winding-up of Cyprus companies through voluntary liquidation (by decision of the owners) - Article 268-274 of the Companies Law, chapter 113

Note: This type of liquidation is only suitable for financially consistent companies that:

(a) have performed the audit of financial statements, and

(b) can cover any possible debts that may arise within the 12 months following the liquidation.

MAIN STEPS:

1. Execution of the audit of the company's financial statements.

2. Preparation of a special resolution of the extraordinary meeting of the company’s shareholders, which refers to the voluntary termination of the company's activities and to the appointment of a liquidator.

3. Signing of the Solvency Affidavit by the company’s directors, in which the directors swear to their company’s solvent nature and verify the fact that the company has no other debts than those indicated in the balance sheet (a copy of the balance sheet is attached to the statement).

A fundamental aspect of the voluntary liquidation by the company’s shareholders is that the company can pay off all its debts. If at any stage of the procedure it turns out that this is not possible, then, by operation of the law, the voluntary liquidation by shareholders is transformed into a voluntary liquidation by creditors.

The Solvency Affidavit must be signed by the directors no later than five weeks last preceding the resolution to wind up the company and filed with the Registrar of Companies prior to the expiration of this period. The Solvency Affidavit is signed immediately after the company’s members decide on a voluntary liquidation.

4. Appointing an Official Liquidator of the company, which can be Olga Papadimitri since she has got a valid license to provide insolvency services for both companies and individuals (insolvency practitioner). Individuals without an appropriate license are not entitled to act as a liquidator.

5. Then, the liquidator, the secretary or the company’s lawyers prepare Form E43 (appointment of a liquidator) and Form E41 (consent of a liquidator) and submit them, together with the Solvency Affidavit, the balance sheet and the shareholders' decision to initiate voluntary liquidation, to the Registrar of Companies no later than fourteen days after the appointment of the liquidator.

6. The decision to liquidate the company should be published in the Official Gazette of the Republic of Cyprus. The publication is organized directly by the Registrar of Companies.

7. In the process of winding up, a liquidation balance sheet is drawn up, debts are paid off, and the remaining assets are transferred to the company's shareholder.

8. Then the liquidator calls a final meeting. The notice of calling the final meeting is also published in the Official Gazette of the Republic of Cyprus and no earlier than 5 weeks before the day of the meeting.

9. At the closing meeting, the liquidator presents a statement of liquidation and informs the shareholders about the details of the company’s property and assets dispose and about the payments made to the creditors. Prior to that, the company's bank account should be closed, and the company should be deregistered with the social security and VAT authorities.

10. The report on the final meeting, with the final balance sheet of the company attached, is submitted to the Registrar of Companies. The latter in its turn informs the tax authorities of Cyprus. If no objections are received from the tax authorities, the liquidation is considered complete, and the Registrar of Companies issues a Certificate of Dissolution.

Consequences of liquidation: If a company has been closed through voluntary liquidation, it can be restored only through the Court and only within two years from the date of liquidation upon the application filed for this purpose by the company’s liquidator or any person with legitimate interests.

For any further information on voluntary liquidation or other aspects of the Companies Law, please contact our law office by email:

This email address is being protected from spambots. You need JavaScript enabled to view it.