Guidance

Amending the Memorandum & Articles of Association

Following incorporation, a company may proceed with the amendment of its memorandum (where the company’s objects, and/or the amendment of its articles of association (containing the rules of its operation).

Amendment of the Memorandum of Association

A company may amend the provisions of its memorandum relating to the company’s objects, by special resolution.

Prior to being submitted to the Registrar of Companies, the amendment of the memorandum must be approved by the Court, pursuant to a relevant application.

Registering amendment of the memorandum

The company is obliged to submit to the Registrar of Companies the special resolution relating to the amendment of the memorandum, within fifteen (15) days from the specified time limit set in the court order, unless otherwise directed in the Court Order.

You may submit the resolution for the amendment of the memorandum,  either through the e-filing system of the Registrar of Companies or by hand/post, accompanied by:

• a copy of the court order;
• an amended memorandum;
• a fee of one hundred euros (€100) and an additional fee of twenty euros (€20) in case the accelerated procedure is required;
• certified translation of resolution and memorandum in greek language, either by an affidavit or by sworn translator of the Republic of Cyprus, in case the documents are in a language other than greek; 
• certified translation of resolution and memorandum in the foreign language, either by an affidavit or by sworn translator of the Republic of Cyprus, in case a file in foreign language is already open,  along with the fee of twenty euros (€20) and, an additional fee of twenty euros (€20) in case an accelerated procedure is required.

Depending on how you submit the request, the fees can be paid:

• by credit card (for efiling submission);
• in cash, by cheque, via an account maintained with the Department of the Registrar of Companies or via bank transfer (for submissions by hand/ post).

It is noted that if you wish for a certificate to be issued you can pay an accelerated fee on the certificate instead of the document.

You are advised to refer to the main criteria of review and most common reasons for rejection, 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 change, updating the companies register, and issuing the certificate for the amendment of objects.

In the event that the company requires proof of the change made in the companies register, it may request to obtain certified copies of the change.

e-filing of change

Amendment of the Articles of Association

A company may, by special resolution, proceed to amend a specific article/s or its articles of association, completely. In this case, the company is obliged to submit to the Registrar of Companies the relevant special resolution within fifteen (15) days from the date of the resolution.

Registering amendment of the articles of association

You may submit the resolution for the amendment of the articles of association, either through the efiling system of the Registrar of Companies or by hand/ post, accompanied by:

• the amended articles of association;
• the fee of forty euros (€40) and an additional fee of twenty euros (€20), in case the accelerated procedure is required;
• certified translation of resolution and articles of association in greek language, either by an affidavit or by sworn translator of the Republic of Cyprus, in case the documents are in a language other than greek;
• certified translation of resolution and articles of association in the foreign language, either by an affidavit or by sworn translator of the Republic of Cyprus,  in case a file in foreign language is already open, along with the fee of twenty euros (€20) and, an additional fee of twenty euros (€20) in case an accelerated procedure is required.

Depending on how you submit the request, the fees can be paid:

• by credit card (for efiling submission);
• in cash, by cheque, via an account maintained with the Department of the Registrar of Companies or via bank transfer (for submissions by hand/ post).

It is noted that if you wish for a certificate to be issued you can pay an accelerated fee on the certificate instead of the document.

You are advised to refer to the main criteria of review and most common reasons for rejection, 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 change and updating the companies register.

In the event that the company requires proof of the change made in the companies register, it may request to obtain certified copies of the change.

e-filing of change