course content
30/05: 16:00 – 19:15
04/06: 16:00 – 19:15
06/06: 16:00 – 19:15
11/06: 16:00 – 19:15
13/06: 16:00 – 19:15
18/06: 16:00 – 19:15
20/06: 16:00 – 19:15
25/06: 16:00 – 19:15
27/06: 16:00 – 19:15
02/07: 16:00 – 19:15
04/07: 16:00 – 19:15
09/07: 16:00 – 19:15
11/07: 16:00 – 19:15
16/07: 16:00 – 17:00
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: 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
This course is suitable for:
- Lawyers
- Corporate Administrators
- Compliance Officers
- Compliance Assistants
- other professionals working in the corporate sector