In July 2025, the Cyprus Parliament approved the Amending Law N.155(I)/2025 (the “Amending Law”), which amended the Cyprus Companies Law (Cap. 113) (as amended from time to time) (the “Law”) and provided for a series of amendments affecting a number of sections of the Law.

Reduction of share capital*

The Amending Law introduced a new section to the Law (i.e. section 66(4)), which provides that a resolution for the reduction of share capital takes effect from the date that the Court Order is issued, provided that: (a) the Court Order and minutes approving the reduction are registered with the Cyprus Registrar of Companies (the “ROC”); and (b) the ROC issues the relevant certificate under section 67 of the Law. This deviates from the previous approach regarding the effectiveness of a reduction of the share capital, which used to be that a reduction takes effect once it is registered with the ROC, deeming as its effective date the date indicated on the certificate of share capital as issued by the ROC.

Pursuant to amended section 67 of the Law, the company is obliged, within 15 days from the date that the Court Order is drawn up, to submit to the ROC: (a) a copy of the Court Order sanctioning the reduction of share capital; (b) a copy of the minutes approved by the Court detailing the amount of amended share capital, the number of shares to be divided, the value of each share capital and the amount (if any) deemed to have been paid for each share on the date of issue of the Court Order. The Court may by order extend the 15-day period for submission of the above documents to the ROC for such time as it deems appropriate.

Registration of charges*

The Amending Law also expanded the scope of the Law as far as the registration of charges is concerned. Whilst section 96 of the Law previously addressed only the late registration of charges or mortgages, the new section now covers the late registration of assignments and amendments as well.

Administrative Reinstatement of Companies

The procedure for the administrative reinstatement of a company which had been struck off the register of companies by the ROC was also amended by the Amending Law. The Amending Law eliminates the requirement of the ROC to issue a separate certificate of restoration, which previously served to establish the effective date of the reinstatement. The Amending Law states that, once the ROC is satisfied that the conditions specified in subsections (1) and (2) of section 327A of the Law have been met, it shall register the reinstatement of the company and reinstate the company’s name to the registry. The company is deemed to have continued to exist uninterrupted and an announcement of reinstatement is published as per section 365A of the Law. The date on which the ROC registers the reinstatement shall be deemed to be the date of the company’s reinstatement to the registry.

Establishment of a place of business by overseas companies and re-domiciliation*

Under the new section 347(1A) of the Law, upon registration by the ROC of the application and supporting documents required under subsection (1) for the establishment of a place of business by overseas companies in Cyprus, the ROC certifies that the overseas company has established a place of business in Cyprus.

The Amending Law also updated section 354H of the Law (relating to the continuation of an overseas company) by adding a new subsection stating that when such company, which has been registered as a continuing company in Cyprus, changes its name, the ROC shall issue a revised certificate of continuation accordingly.

Redesigning the ROC certificates and their legal validity

Furthermore, the Amending Law, by its amendment of section 365D* and its addition of new sections 365K and 365L, modernises the issuance of certificates by the ROC. Specifically, section 365K states, among other things, that true copies of certificates issued electronically by the ROC (whether issued in Greek or in English) are accepted as valid evidence in any legal proceeding, having the same legal validity as the original certificates.

Finally, and for completeness purposes, it is noted that, pursuant to the Amending Law, the amendments in this legal update, which have been marked with an asterisk (*), shall only become effective from the date that the ROC makes a relevant announcement to this effect in the Official Gazette of the Republic of Cyprus. At the time of writing, no such announcement has yet been made.

February 2026, Antis Triantafyllides & Sons LLC, Nicosia, Cyprus