Expert Insolvency Practitioner and Company Liquidation Services

Our law firm offers specialized services to guide you through every stage of the insolvency or liquidation process. With our comprehensive knowledge of insolvency laws and experience in managing distressed companies, we ensure a seamless and legally compliant resolution, while safeguarding the interests of all stakeholders.

What We Offer:

• Insolvency Consulting: We evaluate your company's financial health and offer strategic advice on the most suitable course of action, whether restructuring, voluntary liquidation, or formal insolvency proceedings.
• Business Restructuring: Our team assists in creating detailed restructuring plans aimed at revitalizing your business, managing debts, negotiating with creditors, and formulating a viable financial strategy.
• Voluntary and Compulsory Liquidations: Whether your company opts for voluntary liquidation or is required to enter compulsory liquidation, we manage the process efficiently, ensuring compliance with legal obligations at every step.
• Full Management of Insolvency Processes: From filing legal documents and liaising with creditors to overseeing the distribution of assets, we handle all aspects of the insolvency process with diligence.
• Creditor Negotiations: We work with your creditors to negotiate settlements, reduce liabilities, and, where possible, avoid formal insolvency.
• Support for Corporate and Personal Insolvency: Whether it’s a corporate entity or an individual dealing with insolvency, we provide comprehensive legal support tailored to each situation.

Why Work With Us?

• Extensive Knowledge of Insolvency Laws: Our deep expertise in both local and international insolvency regulations ensures that your restructuring or liquidation is managed in full compliance with all applicable laws.
• Streamlined and Transparent Processes: We focus on efficient, transparent management of the insolvency or liquidation process, minimizing disruption to your business and providing clear communication with creditors and stakeholders throughout.
• Customized Solutions: We offer personalized strategies designed around your specific financial circumstances, helping to achieve the best possible outcome.

Reach out to us to discuss how we can assist you with your insolvency or liquidation needs, ensuring a smooth and compliant process from start to finish.

Comprehensive Corporate Status Screening and Document Issuance Services

Our law firm specializes in providing a range of corporate services to ensure your business stays compliant, organized, and in the best hands. Whether you need to screen your company’s current status, issue corporate documents, reconnect with directors or service providers, or transfer your company to a new service provider, we’ve got you covered.

Our Services Include:
• Corporate Status Screening: We conduct a detailed review of your company’s legal and compliance standing, ensuring that your entity remains in good order with regulatory authorities and adheres to local and international laws.
• Issuance of Corporate Documents: Whether you need updated articles of association, certificates of incorporation, or other legal documents, we can promptly issue and certify all required corporate paperwork.
• Search for Lost Directors or Service Providers: Lost contact with important directors or service providers? We can help locate and re-establish contact with key individuals or entities critical to your company’s operation, ensuring smooth business continuity.
• Transferring the Company to a New Service Provider: If you’re looking to change service providers for your corporate administration, we handle the seamless transfer process, ensuring your company’s documentation and management are transitioned smoothly to the new provider.

Why Choose Us?

• Expertise in Corporate Law: Our team has extensive experience in managing corporate legal needs, from compliance checks to complex corporate restructuring.
• Efficient and Reliable Service: We understand the importance of time in business and ensure quick, accurate delivery of all our services with minimal disruption to your operations.
• Tailored Solutions: Whether you are looking for a simple document update or a full corporate review, we offer personalized solutions to meet your specific business needs.

Ensure your company is compliant and in the right hands. Contact us to learn how our corporate services can help streamline your business and secure its future!

Redomiciliation Services: Seamless Company Relocation to/from Cyprus

Whether you are looking to relocate your company (redomicile) to Cyprus or from Cyprus to another jurisdiction, our law firm supports the entire process.

Our redomiciliation services include:
• Jurisdiction Change Consultation: We offer professional advice on the benefits and legal implications of relocating your company to or from Cyprus, helping you make the most informed decision.
• Compliance with Legal and Regulatory Requirements: Our team ensures that your company meets all legal and regulatory requirements in both the current and future jurisdictions, helping you avoid potential legal issues or delays.
• Preparation of Required Documents: We handle the preparation and submission of all necessary documents, including amendments to the company’s articles, certificates of continuance, and other mandatory filings with the relevant authorities.
• Coordination with Authorities: We liaise directly with local authorities in both jurisdictions to ensure a smooth transition and compliance with all local laws and regulations.
• Ongoing Legal Support: After the redomiciliation process is complete, we continue to provide support to ensure your company complies with all legal and tax obligations in the new jurisdiction.

Why Redomicile Your Company?

• Adaptation to Current Realities: Sanctions and restrictions may prevent businesses from operating in certain jurisdictions. As an alternative to closing, redomiciliation to another country allows your company to continue operating under the laws of a new jurisdiction.
• Tax Optimization: Moving your company to a jurisdiction with more favorable tax rates or treaties can help reduce your tax burden.
• Regulatory Advantages: Some jurisdictions offer more business-friendly conditions with fewer restrictions.
• Strategic Benefits: Relocating to a jurisdiction like Cyprus provides access to the European Union’s market, advantageous tax treaties, and a robust legal system.

Contact us to discuss how our redomiciliation services can help your company successfully transition to a new jurisdiction!

Companies merger or acquisition (restructurings of local or EU companies, preparation of a merger plan).

MAIN TYPES OF REORGANIZATION IN CYPRUS

Cyprus may make a boast of the attractive merger and reorganization conditions, not only at the local level (i.e. between Cypriot entities), but also at the EU cross-border level. The most obvious and well-known advantage is the merger of two companies, for instance, with a view to creating a more powerful entity, or avoiding liquidation of group entities, or transferring assets and liabilities with no need for concluding contracts or other cumbersome procedures.

Mergers in Cyprus are also tempting from a tax perspective, as mergers and reorganizations which come within the provisions of the law may lead to complete tax exemptions in Cyprus.

As part of the reorganization and subject to certain conditions, it is possible to transfer assets and liabilities between the companies on the basis of tax neutrality. In this case, tax losses can be carried forward to future tax periods by the successor company.

There are the following types of reorganizations:

• merger
• division
• partial division
• transfer of assets
• exchange of shares
• transfer of registered office of a European company (SE) or a European cooperative society (SCE)

Local mergers (mergers of local companies in Cyprus)

Article 30 of the Income Tax Law (118 (I) / 2002) defines a Cyprus local merger as an act whereby:

• One or more companies on being dissolved without going into liquidation, transfer all assets and liabilities to another existing company in exchange for the issue to their shareholders of shares representing the capital of the "existing company" and if applicable, in exchange for a cash payment not exceeding 10% of the nominal value of shares,
• One or more companies being dissolved without going into liquidation, transfer all assets and liabilities to a new company that they form in exchange for the issue to their shareholders of shares representing the capital of the "new company" and if applicable, in exchange for a cash payment not exceeding 10% of the nominal value of shares, or
• A limited liability company on being dissolved, without going into liquidation, transfers all assets and liabilities to the company holding all the shares representing its capital.

The Income Tax Law classifies mergers and divisions (demergers), partial division, transfer of assets and exchange of shares, as well as arrangements that are carried out in accordance with Articles 198-201. Sections 201A-201H of the law apply to public companies.

Local mergers should get prior court approval (declarative order). Mergers result in the transfer of assets and liabilities from one company to another. Relevant formalities include a resolution by the board of directors of the acquiring company to approve the merger and the merger plan. The resolution is then presented to the shareholders for approval and ratification. Next step is conclusion of the agreement and drawing up the financial accounts (merger accounts). The consent of the creditors, if any, is also required. All merger documents, accompanied with the articles of incorporation of the acquiring company, are enclosed as documentary evidence to two petitions that are submitted to the competent district court.

The first petition concerns the formal request to release the applicant from the need to go to court to call the company's (to which another will join) shareholders and creditors meeting, given that the meeting of shareholders has already taken place and the letters of consent have been received from the creditors.

The second petition concerns the approval of the proposed merger.

If the court is satisfied with the content of both petitions, it can immediately issue a merger order or postpone the consideration of the main petition and request additional information. After the merger order is issued, it must be filed with the Registrar of Companies. The latter will further proceed to issuing a certificate of dissolution of the company that was absorbed and dissolved. A Certificate of Dissolution is an official document confirming the completion of the merger and indicates the date from which it will go into effect. Note: The merger is not valid until the documents submitted are processed by the Registrar of Companies. Accordingly, the dissolution of the absorbed entity goes into effect retrospectively.

Cross-border merge

As far as cross-border mergers are concerned, after the repeal of EU Directive on cross-border mergers of limited liability companies (2005/56/EC) by EU Directive 2017/1132 EC, the following simplified provisions have been introduced for cross-border mergers of limited liability companies within the EU.

Cross-border mergers can take place between limited liability companies incorporated in conformity with the laws of a Member State. The companies must have a registered office, headquarters or center of main interest within the territory of the European Union, provided that at least two of them are regulated by laws of different EU member states (Article 118 of EU Directive 2017/1132 / EU).

The above cross-border merger procedure is as follows:

• The management of each merging company draws up the common draft terms of the cross-border conversion containing the information stated in Articles 122 (a) and Article 122 (l) of EU Directive 2017/1132 /EU.
• The common draft terms are submitted to the Registrar of Companies, if it is a Cyprus organization, and then are subject to publication in the official gazette of the Republic of Cyprus. A similar procedure goes into effect in another EU Member State in accordance with the applicable laws and regulations of that country.
• The management of each merging company prepares a report addressed to the members of the company, explaining and justifying the legal and economic aspects of the cross-border merger and its implications for the members, creditors and employees.
• It may be required to obtain a report from independent experts on each merging company. In accordance with Article 125 (4) of EU Directive 2017/1132/EU, there is no need to provide an independent expert report if the participants (shareholders) of each of the companies agree to the reorganization.
• After the deadlines set by the relevant laws of each EU Member State expire, a general meeting of each merging company must be called to approve the common draft terms of the cross-border merger.
• Thereafter, a petition must be submitted to the competent District Court where the registered office of the Cyprus company is located, requesting the issuance of a certificate of the appropriate completion of the merger and all formalities. After the in-depth examination of the lawfulness of the cross-border merger with respect to the part of the procedure that concerns the Cyprus company, and provided that everything is lawful, the District Court issues a certificate. A similar procedure is applied in another EU member state.
• Depending on which organization undergoes the merger, the necessary steps should be taken in the corresponding Member State to complete the merger. The cross-border merger will go into effect in accordance with the national legislation of the Member State of the acquiring company, and the competent authorities will contact each other regarding the necessary notifications.
• Once the notifications about the company dissolution due to reorganization have been sent to the competent authority, it will proceed to register its liquidation.

Establish Your Substance Office in Cyprus with Comprehensive Legal Support

Our legal service company specializes in helping businesses create and maintain fully compliant substance offices in Cyprus, ensuring you meet all regulatory and tax requirements.

Cyprus is known for its favorable business environment, competitive corporate tax rate, and strategic location within the EU. Setting up a substance office here can significantly benefit your business, but it requires expert knowledge of local laws and regulations. That's where we come in.

Why Choose Us?

With our extensive experience in Cypriot corporate law, we provide end-to-end legal services tailored to your business needs. Our team will ensure that your office meets all substance requirements, allowing you to reap the full benefits of operating in Cyprus while remaining compliant with local and international regulations.

Our Services Include:
• Company Formation & Registration: We assist with all legal formalities involved in establishing your company in Cyprus, ensuring a smooth registration process and adherence to local laws.
• Office Setup & Physical Presence: We help you secure office space, obtain local office addresses, and manage the operational needs of your business to create a genuine substance office.
• Hiring & Staffing Support: We provide legal assistance with hiring local employees or directors, ensuring you meet the requirements for staffing your Cypriot office.
• Banking & Financial Services: We assist with setting up bank accounts in Cyprus, ensuring your financial operations run smoothly from day one.
• Tax Structuring & Compliance: Our legal team advises on the most advantageous tax structures for your business, ensuring full compliance with Cypriot and EU tax regulations, helping you take advantage of Cyprus’ low corporate tax rate.
• Ongoing Legal Support: Beyond the initial setup, we offer ongoing support to manage your company's legal and regulatory obligations, including annual filings, compliance updates, and governance matters.

Why Establish a Substance Office in Cyprus?
• Access to the European Union market
• Low corporate tax rate of 12.5%
• Double Taxation Treaty network with over 60 countries
• Business-friendly legal and regulatory framework
• Strategic geographic location for international business

Contact Us Today
Ready to establish your substance office in Cyprus? Contact us today for a consultation, and let us take care of the legal process from start to finish. We're here to help you navigate the complexities of creating a substance office, ensuring a smooth and efficient setup.

Opening Bank Accounts in Cyprus and Other Jurisdictions with Full Legal Support

Are you looking for a solution to open a bank account in Cyprus or another jurisdiction? Our law firm offers professional services for opening corporate and personal bank accounts, ensuring compliance with all legal regulations.

We assist you in opening accounts with banks in Cyprus and other countries, provided your business meets the bank's policies. Our team provides full support at every stage of the process.

Our services include:
• Consultation on selecting the optimal bank and jurisdiction

• Preparation of all necessary documentation

• Negotiations with banks and financial institutions

• Support throughout the account opening process until completion

• Consultation on KYC and AML requirements (“Know Your Customer” procedures and anti-money laundering measures)

Why choose us?

• Expertise in Cypriot and international banking law

• Individual approach to each client

• Efficient resolution of any issues

• Support for both corporate and personal accounts

We handle all the complexities so that you can focus on growing your business. Contact us to learn how we can assist you in opening a bank account in Cyprus and other jurisdictions!

Full support on setting up and carrying on Cyprus legal entities (including offshore companies.

Looking to establish a legal entity in Cyprus or offshore? Our law firm offers full support to help you set up and manage corporate structures in Cyprus, including offshore companies. With our expertise in Cypriot corporate law, we ensure a seamless process from company formation to ongoing compliance, allowing you to focus on your business while we handle the legal complexities.

Our services include:

• Company Formation: We assist with registering your business entity in Cyprus, ensuring all legal requirements are met.
• Corporate Structuring: Our team helps you choose the optimal structure for your business, maximizing efficiency and compliance with Cypriot and international regulations.
• Tax Advisory & Compliance: We provide tax planning to help you take advantage of Cyprus’ low tax rates and favorable tax treaties while ensuring full compliance with local laws.
• Provision of registered office and administration: We provide a registered office address and assist in hiring local directors and other administrative tasks to meet the requirements of company registration or establishing a physical presence.
• Ongoing Legal and Regulatory Support: We manage all corporate governance matters, including annual filings, financial reporting, and compliance with Cypriot regulations.
• Banking Assistance: We help set up corporate bank accounts, ensuring smooth financial operations for your new entity.

Why Cyprus?

• Strategic location within the EU
• Competitive corporate tax rate of 12.5%
• Extensive network of double taxation treaties
• Business-friendly legal and regulatory framework
• Ideal jurisdiction for offshore and international operations

Why Choose Us?

• Expertise in Cypriot Corporate Law: Our team has extensive experience in the legal intricacies of establishing and managing companies in Cyprus and offshore.
• Tailored Solutions: We provide customized legal services based on your specific business goals and needs.
• End-to-End Support: From incorporation to daily management, we offer comprehensive legal support to ensure your company operates smoothly and remains compliant.

Set up your Cyprus legal entity with confidence. Contact us to get started and let us handle the legal details while you focus on growing your business!

When navigating corporate changes in Cyprus, precision and expertise are essential. Our firm offers a comprehensive range of services to support your business through various corporate transitions and ensure compliance with all legal requirements. Whether you are reducing share capital, extending missed deadlines, rectifying errors, or amending corporate documents, we are here to guide you through every step of the process, making it as convenient and comfortable for you as possible, ensuring you stay on the right side of the law.

Our services, among other things, include:

• Reduction of Share Capital: Expert legal assistance in decreasing your company’s share capital while adhering to regulatory requirements.
• Deadline Extensions: We can assist you in applying to the Court for extensions when critical corporate deadlines are missed, ensuring your business remains compliant.
• Rectification of Changes: Legal support to correct any errors in corporate filings or amendments.
• Amendment of Memorandum and Articles of Association: Expert legal advice on modifying foundational corporate documents to reflect your company’s current needs.
• Shareholders Agreements: Comprehensive drafting and negotiation of shareholder agreements to protect your business interests and maintain stakeholder harmony.

In addition to these services, we offer full representation in filing the necessary petitions to the Court, ensuring your corporate changes are handled efficiently.

Contact us for guidance on corporate changes and compliance.

Structuring within FPI (Foreign Portfolio Investors).

Our team can provide assistance in structuring and setting up the structure under the FPI route and generally offer any kind of local assistance required.

Cyprus Investment Funds are now eligible in India

On 14 June 2021 the Government of India has designated the Republic of Cyprus as an eligible country for obtaining Category I FPI registration under the Securities and Exchange Board of India (SEBI) (Foreign Portfolio Investors) Regulation, 2019.

Accordingly, Cyprus based funds will now be able to register for a Category I FPI License and therefore benefit from the numerous advantages available to Category I FPIs, including:

1. Exemption from Indirect transfer provisions

Investors in Category I FPIs are exempted from the applicability of “Indirect Transfer” provisions under the Indian Income-tax Act, which are otherwise applicable to an overseas investor upon transfer of shares / interest in an overseas entity with assets in India.

2. Regulatory advantages

• Issue/ invest in Offshore Derivative Instruments (such as Participatory Notes), after compliance with the Know Your Client (KYC) norms as specified by SEBI;
• Lesser KYC documentation required by SEBI as compared to Category II FPI;
• Higher position limits for investing in derivatives.

According to the SEBI Regulations, appropriately regulated funds and unregulated funds whose investment manager is appropriately regulated and registered as a “Category I Foreign Portfolio Investor” are subject to lighter KYC requirements and enhanced trading limits and are also eligible to invest in ODIs.

So, the highly promising Indian market is now within reach of Cypriot-regulated funds and regulated fund managers, which may lead to further growth for the sector. “In combination with the low cost required to set up and manage funds and other investment structures, Cyprus is today a uniquely competitive entry point to EU-regulated fund management solutions.”

Legal advice on companies setting up, doing business in Cyprus, banking compliance.

Nowadays, there is a lot of information on the Internet. However, it is very difficult to get handle on all the subtle details of law-application practice and understand if such information is relevant without the help of a specialist.

We are here to explain you in understandable terms which of the proposed solutions is more acceptable for you, judging from our longstanding professional experience in corporate business and current legislation. You can also contact us to get a «second opinion» on any issue.

Moreover, we provide advice on the conclusion of certain transactions and perform due diligence.

People often contact us with questions about some related issues where our experience in other fields of activities in Cyprus is extremely useful. Our office also provides such services as acquisition of real estate in the name of a Cyprus company or trust; or inheritance of the share capital of a Cyprus company, the main asset of which is property abroad; or settling property disputes between spouses as related to dividing business or real estate in Cyprus, which require certain corporate changes; or, for example, opening of a registered office in Cyprus with obtaining migration permits, etc.

We are always ready to help you. To conduct a consultation, we will ask you to provide some background information or documents (may be without names / details) and the problem description. You can contact us by email olga@papadimitri.com or via WhatsApp / Telegram at +35796664774.