Guidance

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

The first step to initiate the cross-border merger procedure between companies is the drawing up of the common draft terms of cross-border merger by the Directors of each of the Cyprus companies taking part in the cross-border merger as well as by the competent management body of the company or companies which are registered in members states of the Community (or in the European Economic Area ) and take part 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 ddress 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
• a 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, withdrawal from the account kept at the Department of the Registrar of Companies, or by bank transfer.

You are advised to refer to the Explanatory Notes for better understanding of the requirements and to facilitate the process further.

If the Registrar of Companies is satisfied that all legal requirements, depending on the case, have been met, it shall proceed with the submission of the common draft terms of the cross-border merger, the updating of the companies register, as well as the publication of the common draft terms of the cross-border merger and the relevant notification in the Cyprus Government Gazette.

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