Background: Involuntary Strike-Off
On 11 January 2016 the Registrar of Companies proceeded to strike off (deregister) more than 55,000 Cyprus companies that had failed to fulfil their statutory obligation to file annual returns within the specified timeframes. Companies affected by an involuntary strike-off can, in most cases, be reinstated to the register.
The Article 327 Strike-Off Procedure
Under Article 327 of the Companies Law (Cap. 113), the Registrar may strike off a company only after following a prescribed sequence of steps:
- The Registrar first sends a letter by post to verify whether the company remains in operation
- If no reply is received within one month, a second letter is sent by registered mail within fourteen days
- If no reply is received within a further month, a publication is made in the Official Gazette of the Republic of Cyprus announcing the strike-off
- A notice of dissolution is then sent to the company, which may reply or object within three months
Consequences of Being Struck Off
A struck-off company cannot lawfully continue its business operations.
Importantly, however, the liability of every director, managing officer, and member of the company continues and may be enforced as if the company had not been dissolved. A strike-off also does not affect the power of the court to liquidate a company whose name has been struck off the register.
The Restoration Procedure
The company, or any of its members or creditors, may file a petition with the court within twenty years of the publication of the relevant notice in the Official Gazette of the Republic of Cyprus.
If the court accepts the petition, it issues an order for the restoration of the company. An official copy of that order must be delivered to the Registrar, who will then reinstate the company on the register.
As a condition of reinstatement, the Registrar will require all pending financial statements, audited accounts, annual returns, and any outstanding company levies to be submitted before restoration can be completed.
How ASC Can Help
Our litigation team can prepare the required restoration petition within 24 hours and manage the process through to reinstatement, coordinating the outstanding filings and levies needed to satisfy the Registrar. Contact us if you need to restore a struck-off Cyprus company.