Guidance

Drafting and submitting the common draft terms for the cross-border merger

The first step initiating the process, is the drafting of the common draft terms of the cross-border merger by the directors of each of the Cyprus companies participating in the cross-border merger and, by the competent management body of the company or companies registered in member states of the Community (or in the European Economic Area) and, participating in the cross-border merger.

You may submit, at least one (1) month prior to the date of the general meeting convened for their approval, the form of cross border merger (form HE66), for each company registered in Cyprus that participates in a cross border merger, by hand/post, accompanied by:

• the common draft terms of the cross-border merger (send as well as at the email address deptcomp@drcor.meci.gov.cy or skyprianou@drcor.meci.gov.cy);
• the announcement of the cross-border merger in the Greek language; 
• the certified translation of the common terms, either by an affidavit or by sworn translator of the Republic of Cyprus, in case the terms are in a language other than greek;
• the certificate from the Tax Department that the company does not owe taxes and duties in case the the Cypriot company is absorbed or strikken off; and
• the fee of twenty euros (€20). In case the accelerated procedure is required, an additional fee of twenty euros (€20) must be paid. Fees are payable in cash, by cheque, via an account maintained with the Department of the Registrar of Companies or via bank transfer.

You are advised to refer to the Explanatory Notes, so as to acquire a better understanding of what is required and to facilitate the process further.

Provided that the Registrar of Companies is satisfied that all, relevant to the circumstances, legal requirements have been met, he will proceed with registering the cross border merger plan, updating the companies register and, publishing the common draft terms and the relevant announcement in the Official Gazette of the Republic of Cyprus.

 Αs from February 12^th, 2021, the above mentioned new form HE66 has been implemented.