Course Content

Unit  1: Introduction to Cyprus companies   

• Introduction to the contents of the course and  explanation of organisation and obligations
• Trainer introduction
• Introduction to Cyprus Companies
• Types of Companies in Cyprus / other  types of businesses
• Advantages and disadvantages of each  type of legal entity
• Company Incorporation
• Company Names
• Practical Exercise: Incorporating a  company

Unit  2: Limited Liability 

• What is limited liability
• Key cases – UK
• Limited liability in Cyprus – Key cases
• Lifting the corporate Veil
• Adams v Cape
• Limited liability in groups of companies  
• Tortious liability of parent companies  for subsidiaries
• Promoters in companies and their  liability
• Promotors – common law position and EU  directive.

Unit 3: Memorandum and Articles of Association 

• What is a Memorandum of Association?
• What are Articles of Association?
• Advice for drafting the articles of  association
• Some issues you may want to clear up  when drafting the articles
• Amendment of Objects
• Amendment of Articles
• The statutory contract
• Enforcing the articles of association
• A member enforcing against another  member?
• A company enforcing against a member ?
• A member enforcing the articles against  the company?
• Enforcing the articles qua member
• Outsiders enforcing the articles?

Unit 4: Organs of the Company 

• Shareholders – definition and powers
• The register of members
• Directors – Types, definition and  powers.
• Directors remuneration and service  contracts
• Appointment & Resignation of  Directors, resolutions & Form HE4
• Company secretary
• Powers and role of secretary
• Ordinary and special resolutions

Unit 5: Shares 

• The Register of Members
• Classes of Shares – ordinary, preference  etc.
• Transfer of Shares – procedure and  advice
• Issue and allotment of shares
• Variation of class rights
• Share Purchase Agreements
• Drafting specific resolutions
• Completing Form HE57
• Group Review and discussion

Unit 6: Management 

• The board of directors
• Participation by electronic means
• Indoor Management Rule
• The ultra vires doctrine and its  application
• Real, Apparent and Ostensible Authority
• Practical Exercise: Case study
• Directors Duties – fiduciary
• Directors Duties – statutory
• Case Study
• Group exercise
• Review and discussion

Unit 7: Members and General Meetings 

• Members and General Meetings
• Types of General Meetings
• Notices
• Procedure for General Meetings
• Proxies, Minutes & Resolutions
• EGM’s
• The statutory meeting
• Who can convene a meeting – notices
• Quorum
• Review and discussion

Unit  8: Shareholder agreements 

• Introduction
• What is a shareholder agreement
• Why is the shareholder agreement so  important?
• What happens in the absence of a  shareholder agreement?
• Checklist of issues that should be  included in the SHA
• Provisions in relation to the company
• Provisions in relation to directors
• Provision in relation to shares
• Provisions in relation to board meetings  
• General provisions
• The relationship between the articles  and the SHA

Unit 9: Capital 

• Financing of the company
• What is share capital? Authorized &  Issued
• Equity capital and Loan capital
• What is a debenture
• Floating and fixed charges
• Advantages of using a debenture
• Arm’s length and transfer pricing
• Raising capital through intra company  loans.

Unit 10: Changes 

• Change of Name Procedure
• Compulsory Change of Name
• Change of Registered Office, HE2
• Transfer of Management
• Increase of capital
• Reduction of capital
• Case studies

Unit 11: AGMs and Annual Accounts 

• Annual General Meetings
• Audited financial statements
• Directors’ Report
• Declaration of Final Dividend and  distribution
• Cy Tax rules on dividends
• Submission of annual return HE32
• Strike off Annual General Meetings

Unit 12: Powers of Attorney 

• What are Powers of Attorney
• POA Drafting Tips
• Certification & Apostille,  distinction from notarization
• Revoking a Power of Attorney
• Drafting Exercise and case study

Unit 13: Minority Protection 

• The Rule in Foss v Harbottle
• Minority protection under common law.
• Exceptions to the Rule – (personal  rights, reflective loss
• Statutory protection
• Types of Suits
• Derivative claim
• Representative claim
• The personal action
• Oppressive conduct by the directors or  the shareholders
• Just and equitable winding up
• Case study

Unit 14: Nominee Shareholders and Trust Arrangements   

• What is equity
• Historical development of equity
• The rules of equity in Cyprus
• What is a trust
• The structure of a trust
• Classifying a trust
• What are nominee shareholders?
• The magic triangle in a nominee  shareholder context
• The duties of a trustee
• The liability of a trustee
• The criteria for a valid trust
• Cyprus legislation on trusts
• The Cyprus international trust
• Drafting Declarations of Trust
• Determining the beneficiaries of a trust  
• Registration of trusts in Cyprus law.
• Protection of UBO’s in trust  arrangements.
• Discussion on activity

Unit 15: certificates   

• Registrar Certificates, Share  Certificates
• Secretary’s Certificates
• Incumbency Certificates
• Group activity
• Discussion on activity
• Practice: Drafting an incumbency  certificate and secretary’s certificates
• Group Exercise
• Discussion

Unit 16: Substance 

• Management & Control
• Creating Substance and why it is  important
• Ways to create substance
• Corporate Governance
• The EU directive.
• Local Directors
• Physical Meetings
• Group activity
• Overview and Discussion

Unit  17: Due  Diligence Exercises 

• What is a legal due diligence  exercise?
• Review of Internal Housekeeping  
• Review of internal appointments  and procedures
• Review of register of Members
• Drafting an executive summary
• Group case study
• Drafting activity
• Class discussion

Unit  18:  Prevention of Money Laundering/Know-Your-Client 

• What is Money Laundering? 
• EU Directive
• Anti-Money laundering  legislation in Cyprus
• Cyprus Bar Association  Directive
• Collecting and Verifying information
• Documents for corporate  entities and for individuals
• Common corporate documents in  other jurisdictions

Unit  19:  Dissolution - Liquidation 

• Liquidation by the Court
• Voluntary Liquidation
• Liquidation under the supervision  of the Court
• Strike-off Class activity
• Brief summary of course  material, Questions & Answers

Closing discussion

SPECIMENS PROVIDED

• Approval of name/change of name
• Memorandum & Articles of Association
• Appointment-Resignation of Director-Secretary
• Transfer of Shares
• Issue and Allotment of shares
• Indemnity
• Trust Deed
• Increase of capital
• Engagement Letter
• Transfer in/out
• EGM/AGM
• Reduction of capital
• Variation of class rights
• Due diligence checklist/KYC
• POAs
• Liquidation-Strike off

Methodology: Online Live via Zoom

Trainer: Androulla Poutziouris

Mrs Androulla Poutziouri is a qualified Advocate and a Member of the Cyprus Bar Association. Mrs Poutziouri obtained a double LLB Law degree in English and French Law from Paris II Panthéon-Assas University and the University of Birmingham. She then proceeded to obtain an LLM Degree in International Legal Practice from the University of Law in the UK. She is bilingual in Greek and English(native), with working proficiency in French.