ΠΕΡΙΓΡΑΦΗ

The purpose of this programme is to examine the various matters related to corporate mobility as inextricably linked to the freedom of establishment of legal persons, fundamentally enshrined in primary European Union law.

However, at the same time, corporate mobility is also imposed by modern cross border trading conditions largely due to the constant pursuit of the most favourable tax regime for the legal entity. The questions arising are therefore whether the transfer of the legal person’s seat is permitted and, if possible, whether such transfer can be achieved while continuing its legal personality. The answer to these questions raises private international law issues since the change of seat (real or legal) is linked to more than one legal order by definition. Hence, it is necessary to determine the law on the basis of which the answer to those questions will be given.

In this sense, In Cyprus, the enactment of rules on the cross-border transfer of a company’s “real” or “statutory” seat rests largely with national legislation, in the absence of EU harmonization, by laying down rules on the procedure to be followed aiming at the protection of creditors, shareholders and staff, as well as at combating abusive practices.

ΣΚΟΠΟΣ ΣΕΜΙΝΑΡΙΟΥ

Training Objectives

Upon completion of the seminar, participants will be able to:

• Analyse, comment, and discuss issues related to corporate activity and re-domiciliation practices that companies are adopting in order to achieve the most favourable tax solution possible.
• Analyse, comment, and discuss issues of interpretation and application of the rules by Cyprus national courts, while at the same time ensuring a form of “certainty” for companies, as conflicts of laws rules will continue to play a key role as long as the variety of substantive corporate laws continues without a solid legislative approach on the matter of cross-border transfer of a company’s seat
• Analyse, comment, and discuss ongoing efforts for establishing a modern and efficient company law and corporate re-domiciliation framework by the Cyprus Registrar of Companies not only for European undertakings but also for other stakeholders, to improve the business environment in Cyprus.
• Analyse, comment, and discuss issues of activation of a parent company through its subsidiary or through its permanent establishment abroad
• Analyse, comment, and discuss possible solutions that could be given to the problem posed by the multitude of links, as highlighted by national conflict rules, in the field of company law, which directly affects the tax treatment of foreign companies.
• Analyse, comment and discuss the impact of cross-border mobility of companies on national tax systems through the artificial erosion of their tax base due to abusive transfers of a company’s seat in an effort to find the most favourable tax environment for the company.

ΣΕ ΠΟΙΟΥΣ ΑΠΕΥΘΥΝΕΤΑΙ

• Financial and banking institutions officers
• Internal Auditors/Accountants
• Internal Lawyers
• Company Directors
• Legal Secretaries
• Office Managers
• Compliance Officers

ΠΕΡΙΣΣΟΤΕΡΕΣ ΠΛΗΡΟΦΟΡΙΕΣ

Training Outline

General Legal Framework of the Company Mobility

• Legal basis for company law activities
• Freedom of establishment
• Conflict of laws
• Secondary law applicable to companies

Company Seat Transfers Within The EU

• The concept of cross-border seat transfer
• The Court of Justice jurisprudence
• Alternative options
• Cross-border merger Directive / Cross-border Reversed merger
• Facts of the re-domiciliation
• Analysis

 Societas Europaea (SE) Regulation

• Main characteristics of SE
• Establishing an SE and its capital requirements
• The Transfer of Seat of the SE
• Employee involvement in the affairs of the SE
• Corporate government structures
• SE comparison with others European level corporate form

 The Cyprus Legal System and the Transfer of Registered Seat

• Registered seat in Cyprus
• The Cyprus firm registration rules in the light of ECJ decisions
• The transfer of a registered seat from Cyprus
• The transfer of a registered seat to Cyprus
• Cyprus corporate tax consequences of the transfer of a seat
• Transfer of a seat and the liquidation without legal succession
• Transfer of residency as a result of the transfer of a registered seat
• Recommendations

Training Style

The programme is designed to deliver knowledge and enhance participants’ skills via short lectures, case-studies, practical examples, real-life simulations. Most of the training’s time will be invested in analysing a real-life case study that will help participants understand how to solve problems in similar occasions”.

CPD Recognition 

• This programme may be approved for up to 7 CPD units in Law. Eligibility criteria and CPD Units are verified directly by your association, regulator or other bodies which you hold membership. 
• The Cyprus Bar Association (CyBAR) has confirmed that this programme is accredited for 7 CPD units.

In-house Training

For groups within the same organisation, this course may be customized to meet any specific needs and delivered in-house.