Cross-Border Conversions, Divisions, and Mergers Under The “Cyprus Companies Law, Cap. 113”

Cyprus transposed the EU Directive 2019/2121 (the “Mobility Directive”) into its Companies Law (Cap. 113) through the Companies Law (Amendment) (No. 3) of 2024, enacted on March 15, 2024. This amendment introduces harmonized procedures for cross-border conversions, divisions, and mergers for EU limited liability companies, establishing new sections in the Companies Law to provide detailed rules and enhance stakeholder protections for shareholders, creditors, and employees.  The amendment adds Sections 201HA to 201HK for cross-border conversions and Sections 201ΛΑ to 201ΛΚ for cross-border divisions:

Cross-border Conversions of Limited liability companies

201ΗΑ.      Scope of application

201ΗΒ.      Definitions

201ΗΓ.      Procedures and formalities

201ΗΔ.      Draft terms of cross-border conversions

201ΗΕ.      Report of the directors to the shareholders and employees

201ΗΣΤ.   Independent expert report

201ΗΖ.      Disclosure of the documents of the cross-border conversion

201ΗΗ.      Approval by the general meeting

201ΗΘ.      Protection of the shareholders

201ΗΙ.       Protection of creditors.

201ΗΙΑ.    Employee information and consultation

201ΗΙΒ.    Employee participation

201ΗΙΓ.     Pre-conversion certificate

201ΗΙΔ.    Transmission of the pre-conversion certificate

201ΗΙΕ.    Scrutiny of the legality of the cross-border conversion by the destination Member State

201ΗΙΣΤ. Registration of the cross-border conversion

201ΗΙΖ.     Date on which the cross-border conversion takes effect

201ΗΙΗ.    Consequences of a cross-border conversion

201ΗΙΘ.    Independent experts 201ΗΚ.     Validity of the cross-border conversion

Cross-border divisions of limited liability companies

201ΛΑ.      Scope of application

201ΛΒ.      Definitions

201ΛΔ.      Draft terms of cross-border division

201ΛΕ.      Report of the directors to the shareholders and employees

201ΛΣΤ.    Independent expert report

201ΛΖ.       Disclosure of the documents of the cross-border division

201ΛΗ.      Approval by the general meeting

201ΛΘ.      Protection of the shareholders

201ΛΙ.        Protection of creditors

201ΛΙΑ.     Employee information and consultation

201ΛΙΒ.     Employee participation

201ΛΙΓ.     Pre-division certificate

201ΛΙΔ.     Transmission of the pre-division certificate

201ΛΙΕ.     Scrutiny of the legality of the cross-border division where the Republic is the member state of the recipient limited liability companies

201ΛΙΣΤ. Registration of the cross-border division

201ΛΙΖ.     Date on which the cross-border division takes effect

201ΛΙΗ.    Consequences of a cross-border division

201ΛΙΘ.    Simplified procedures

201ΛΚ.      Independent experts 201ΛΚΑ.  Validity of the cross-border division

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