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Commercial Law

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  1.  AGENCY AND DISTRIBUTION AGREEMENTS- CROSS BORDER TRANSACTIONS, JOINT VENTURE AGREEMENTS AND FRANCHISE AGREEMENTS

    We have extensive experience in the drafting of the agency and distribution agreements, in joint venture agreements and franchise agreements both under Cyprus law and the laws of other jurisdictions as well as advising on the implementation of cross border transactions

  2. Establishment of International Business Branches

    Companies incorporated outside the Republic of Cyprus (“Overseas Companies”) may register a branch in Cyprus under section 347 of the Companies Laws, Cap 113. The registration of a branch does not mean that a new legal entity is created in Cyprus. It means that the legal entity, which is established under a different jurisdiction, has a branch in the Republic of Cyprus and it may operate through this branch for its international activities.

    Overseas Companies may establish a branch in Cyprus by submitting to the Registrar of Companies the following documents translated in Greek:

    Certified copy of the Overseas Company’s charter, statutes or memorandum and articles of association or other instrument containing or defining its constitution. Such document must be certified by a government official in whose custody the original document has been committed or a public notary, or an officer of the company, before a person having authority to administer an oath.

    The particulars of the directors and secretary of the Overseas Company, authenticated by a diplomatic or consular representative of the Republic of Cyprus situated in the country of registration of the Overseas Company.

    The name and address of one or more persons who are residents in Cyprus, and who are authorized to accept on behalf of the Overseas Company any notice served on the branch in the Republic of Cyprus

    A branch established under section 347 of the Companies Laws, Cap 113 is required to file annual accounts with the Inland Revenue Department

  3.  PARTNERSHIP FORMATION AND DISSOLUTION

A partnership can be formed based upon an agreement between two or more natural or legal persons to carry on business in common with a view to profit. The registration of partnerships under Cyprus Law is attained under the provisions of the Partnerships and Business Names Law.

Two types of partnerships may be registered under the Partnerships and Business Names Law and these are as follows:

General Partnership
The essence of a general partnership is that every partner is jointly and severally liable, and without limit with the rest of the partners in the partnership for all debts, obligations, and liabilities of the partnership. Upon the death of a partner, his estate shall be rendered severally liable for such debts, obligations and liabilities in so far as these remain unsatisfied.

Limited Partnership
The registration of a general partnership entails that there is at least one general partner who is liable without limit for all debts, obligations, and liabilities of the partnership and one or more limited partners whose liability extends only to the amount to which they have contributed to the partnership. A limited partner may not take part in the management of a partnership and has no authority to bind the partnership.

In order for the registration of a partnership to be finalized, a duly signed and executed partnership agreement must be filed with the Registrar of Companies together with the prescribed documentation which contains the particulars of the partners such as full name, postal address, nationality, and the names of the partners who are vested with authority to bind the partnership.