30
May
-
16
Jul
2024

Cyprus Companies Law and Practice

FROM
200
700
15 CPD Points
Duration:
40
HOURS
Language:
English
Androulla Poutziouris
Apply now
description

COURSE DESCRIPTION

Aims of the seminar:

  • To understand the different types of companies regulated under Cyprus Law.
  • To understand who runs the company and what the function of each organ of a company is.
  • Draft a memorandum of understanding and articles of association in accordance with the client’s needs. Drafting specific provisions for the amendment of objects and articles.
  • To understand the position of shareholders and draft ordinary and special resolutions
  • To understand the indoor management rule and the real apparent and ostensible authority and directors' duties.
  • To understand the role of members and general meetings. To be able to draft minutes, proxies and notices.
  • To understand the legal framework for the protection of minority shareholders in a company
  • To understand and describe the authorized and issued share capital.
  • To be able to undertake an increase or reduction in share capital (including applying to the court for an extension of time).
  • To understand how and be able to make changes to a company.
  • Understand the role of the AGM and the audited financial statements and be able to draft the relevant resolution
  • Describe the role of the power of attorney and be able to draft an effective power of attorney.

Why this seminar is important for you?

Corporate Law is one of the most sought specializations of law in Cyprus. The number of candidates who prefer to pursue corporate law (either as a lawyer or administrator) has seen unprecedented growth in the last few years.

  • This course is practical. The trainer will show you ‘How’ rather than just what and you will receive multiple templates and advice on the practical application of the law.
  • There are many benefits to studying a course regarding the practical application of the law.
  • It is an excellent addition to your CV - especially with so many employers requesting experience with the practical side of company law. A qualification like this will help to prove to a prospective employer that you will be able to hit the ground running!
  • This seminar is taught by highly experienced lawyers and experts in corporate law.

Furthermore, by the end of this seminar, you will:

  • Understand the role of the AGM and the audited financial statements and be able to draft the relevant resolution
  • Describe the role of the power of attorney and be able to draft an effective power of attorney
  • Understand the legal framework for nominee shareholders and trustee arrangements.
  • Describe and undertake the procedure for company certificates
  • Describe and understand the importance of the substance of a company (management and control).
  • Be able to draft the legal documentation for various transactions such as share purchases, shareholders agreements etc.
  • Understand and describe the redeemable preference shares and conversions of class.
  • Understand and describe the process of dissolution of a company.
  • You will receive over 100 templates.

Attending a course on company law and practice in Cyprus that covers the a - z can provide you with several benefits and advantages. Here are some reasons why you might consider pursuing such a course:

1. Comprehensive Understanding: A course that covers company law and practice from A to Z will provide you with a comprehensive understanding of the legal framework and practical aspects of operating and managing companies in Cyprus. It will cover various topics, including company formation, governance, shareholder rights, director duties, corporate transactions, and more, ensuring that you have a well-rounded knowledge of the subject matter.

2. Professional Development: A course on company law and practice in Cyprus can enhance your professional development and career prospects. It will provide you with in-depth knowledge and expertise in a specialized area, making you a valuable asset to law firms, corporate entities, or advisory services. It can also help you differentiate yourself from others in the legal profession.

3. Business Ownership and Entrepreneurship: If you own a business or are involved in entrepreneurial activities in Cyprus, attending a course on company law and practice can be highly beneficial. It will equip you with the knowledge and tools to navigate legal complexities, understand your rights and responsibilities, and make informed decisions to ensure compliance and protect your business interests.

4. Legal Professionals: Lawyers, solicitors, and legal practitioners specializing in corporate law, commercial law, or business law can benefit from attending a course on company law and practice in Cyprus. It will deepen your understanding of the legal provisions, case law, and practical aspects of handling corporate matters, enabling you to provide comprehensive legal advice to clients.

5. Regulatory Officials and Corporate Governance Professionals: Officials working in government agencies or regulatory bodies responsible for overseeing company registrations, corporate governance, or compliance can attend the course to gain in-depth knowledge of the legal framework and practices related to companies in Cyprus. It will help you effectively enforce regulations, develop policies, and ensure proper corporate governance.

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CONTENT

course content

Dates and times

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

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

suitable for

This course is suitable for:

  • Lawyers
  • Corporate Administrators
  • Compliance Officers
  • Compliance Assistants
  • other professionals working in the corporate sector
COURSE PREVIEW

HAVE A LOOK
INSIDE THE COURSE

details

course details

Methodology

Live sessions - online via Zoom

Interactive lecture with PowerPoint presentation

Case study and analysis and group discussion

Practical exercises to apply legal concepts in real-world scenarios

Q&A sessions for in-depth understanding

Funding

This course is funded by the HRDA.

Unemployed participants may avail themselves of the funding where certain criteria are met. For more information, please contact us at 7008 8871.

Admission Requirements

You must be a lawyer, a corporate administrator, a compliance officer, a compliance assistant or work in a profession in the corporate sector.

Who is this aimed at

This course is suitable for:

  • Lawyers
  • Corporate Administrators
  • Compliance Officers
  • Compliance Assistants
  • Other professionals working in the corporate sector

Certificate Awarded

A Training Certificate will be awarded to those participants who will successfully complete the training.

Coming Soon

More details about this course will be uploaded soon.

INSTRUCTOR

MEET YOUR INSTRUCTOR

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.

MORE ABOUT INSTRUCTOR
COLLABORATORS

ADDITIONAL INSTRUCTORs

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frequently asked
questions

QUESTION 01

Do I need to be registered on the ERMIS Portal?

Yes, if you are registering for a course that is HRDA accredited, all participants (either receiving funding or not) will have to access and register as natural persons on the ERMIS Portal. If you are receiving funding and you are being registered for continuous professional/vocational training by your employer, your employer should also be registered with the ERMIS platform as a legal person. Contact us if you have any difficulty registering as a natural person or a legal person.

QUESTION 02

Will I receive a certificate at the end of the training?

Yes, you will receive a Certificate of Attendance from ELTRC or the relevant awarding body.

QUESTION 03

Do you have terms and conditions for seminar attendance?

Yes. You may find our terms and conditions here.

QUESTION 04

Will I receive the notes for the lesson and have access to recordings?

Yes, you will be given the course materials through an online platform and you will be allowed to download and keep the course materials and specimens for certain courses. Recordings will also be available in the drive for three months.

testimonials

testimonials for this course

The following testimonials are from other professionalis who have attended this course.

Andreas Tsolias
November 17, 2023
Highly recommended! ELTC also provided us with all the PowerPoint presentations as well as different samples and templates. Thank you Androulla and thank you ELTC team.
Diana Ruffing
Corporate Admin at Settle Plus Limited
February 19, 2023
Mrs. Androulla Poutziouri is an excellent and highly professional teacher. She provided great explanation for every subject of the course with lots of useful templates. I would strongly recommend ELTC and Mrs. Androulla
Efthymios
Bank Employee
February 19, 2023
Thank you so much Androula for an informative training on Cyprus Companies Law & Practise. Impressed with your knowledge and passion for the object. We enjoyed your presence as a tutor! We hope to see you for more trainings in the future.
Katerina Lazarou
Corporate Admin
February 19, 2023
The course was really helpful. It explained very clearly a lot of aspects of cyprus company law. It is very useful as it dealt and presented every issue we are dealing with every day at work.
Marialena Marcouli
Corporate Administrator
February 19, 2023
the seminar was excellent and comprehensive. Suggestion: a small mini question test during the class would be useful and would help us to remember better what we have been taught
Nikolas
Business Advisor - Company Law and Practice Course
February 19, 2023
The course helped me to increase my understanding in how Cyprus companies are formed, why they are formed in a specific way and how it affects their management. Even though I am not a lawyer, the course was immensely helpful for my future company related decisions but to also help my manage or reform my current companies.
One of our students
One of our students
May 5, 2023
Surprisingly excellent seminar with valuable guidance being provided. The presenter was professional, helpfull and absolutel
Stylianou Athanasios
Bank Employee
February 19, 2023
A surprisingly excellent seminar, Very Professionally presented by Mrs Androulla Poutziouri.;Highly recommended to each and everyone dealing with Companies Law in Cyprus. Again, many – many thanks Androulla.
Marina Lazaridoou
Corporate Administrator
November 17, 2023
The course covered a lot of information regarding different parts of legislation. The course had both theoretical and practical parts. This is very helpful as the material provided included the drafts which can be used on day to day practice. A lot of additional information, drafts, case studies as well as well-organized slides and lectures were provided. The material provided was up-to-date and new possible changes in the legislation were also discussed. Ms Androulla Poutziouri was helpful during the course, ready to reply to any queries during the seminar and also was replying to the questions on emails. Highly recommended.

frequently asked
questions

Do I need to be registered on the ERMIS Portal?

Yes, if you are registering for a course that is HRDA accredited, all participants (either receiving funding or not) will have to access and register as natural persons on the ERMIS Portal. If you are receiving funding and you are being registered for continuous professional/vocational training by your employer, your employer should also be registered with the ERMIS platform as a legal person. Contact us if you have any difficulty registering as a natural person or a legal person.

What happens if I do not have Ermis portal access?

If you do not have Ermis portal access unfortunately you will not be able to participate in an HRDA-funded course. You will however, be able to participate in a course that is not HRDA accredited.

What is HRDA funding?

When you join a seminar that is HRDA accredited and funded, you are able to be funded for up to 80% of the course fee. When a course is accredited by HRDA, it means that the course has been examined for its quality and structure. The Human Resource Development Authority of Cyprus (HRDA) sets maximum subsidy levels. Maximum subsidy levels are calculated as follows: maximum subsidy level= number of employees x duration of training programme x hourly subsidy per participant. In fact, for level 2 courses, the HRDA subsidizes 17 euros per hour per employee and for level 1 courses 12 euros per hour per employee. Contact us to find out if you are eligible for funding and for information on our funded courses.

What is Ermis?

ERMIS is the new digital platform of the HRDA which covers all operational needs and services by the HRDA using modern information communication technologies while reducing bureaucracy and operational/administrative costs. The digital portal provides easy access to all schemes and systems operated by the HRDA, with simple, user-friendly procedures, guiding the user through the registration process as well as the submission of applications, their processing and progress monitoring, including the payment of subsidies.

At this stage, the digital portal allows external users to register as an entity (physical person, legal entity, consortium, government body), under each user’s particular status (employer, trainer of vocational training, vocational training facility, vocational training centre and centre for assessment of vocational
qualifications).

Do all of your courses offer verified CPD points?

This programme may be approved for CPD Points. Eligibility criteria and CPD Points are verified directly by your association, regulator or other bodies which you hold membership.

Do I have to be a lawyer to attend your seminars?

No, you do not have to be a lawyer to attend our seminars. However, if the course is HRDA accredited, we must review your CV to ensure that you are able to attend the course that has been accredited.

Do you have terms and conditions for seminar attendance?

Yes. You may find our terms and conditions here

Do you offer any discounts?

Yes, discounts are available for those participants not entitled to HRDA subsidy (for subsidized courses)

Do you only have seminars for lawyers?

No, we are consistently updating our seminar library. We offer courses to paralegals, corporate administrators, accountants, compliance officers etc. The law is all-encompassing, and many professionals find the contents of our courses useful for their work. We also offer courses to people who are unemployed or looking to change professions. You should contact us to discuss which courses are right for you depending on your experience and professional goals.

How does course funding work?

Every employer in Cyprus is obliged by law to contribute 0,5% of their total payroll costs to the fund (the law allows to set up a rate of up to 1%). The rate is the same for all contributors (all companies except government organisations and self-employed). The money is collected via the social insurance
mechanism.

In order to register for a course, your employer should apply to our training centre to register for the course, using the enrol now button on the course page. Once we receive your application, we will contact you to confirm your status on the ERMIS platform of the HRDA. We will guide you through the application process to enable you to register on the ERMIS platform for the course you are interested in.

We will then approve your application from the ERMIS portal and then confirm your registration. Once the course is completed, we will apply to the HRDA to receive your funding for the course in question. We receive your funding directly from the HRDA.

The maximum hourly grants are as follows:


Level 1: 12€/hour/person, Level 2: 17€/hour/person.

The two levels of participants are defined as: - Level of participants 1: a) for technical skills and knowledge: key personnel as craftsmen, laborers, clerical staff, service employees; b) personal skills: key personnel such as craftsmen, laborer’s, clerical staff, service employees, supervisory/managerial staff - Level of participants 2: a) specialized professionals/technical knowledge and skills: technical/science/ supervisory/managerial staff; b)supervisory/managerial knowledge and skills: supervisory/managerial staff; c) specialized/innovative topics: managerial and scientific staff.

Following the de minimis aid Council Regulation 1407/2013, a company cannot receive more than €200,000 in a three-year time horizon. If you have received more than this amount you will not be eligible for funding and will be called to pay the full amount of the course fee.

In order to receive funding you should visit our Terms and Conditions for receiving HRDA funding and read them carefully. Participants should also follow the instructions of the Center and the trainer alike.

Failure to follow instructions or if you do not satisfy the criteria can result in you not being funded for a course and subsequently not receiving the funding. You or your employer are responsible for ensuring that you will receive the funding for your participation in a course.

Can I download course notes and materials?

No, course notes and materials are not available for download. We take the security and integrity of our course content seriously, and access to course materials is restricted to registered participants who are actively enrolled in our programs. This policy helps protect our intellectual property and ensures a high-quality learning experience for all students.

What if I apply for funding and then am rejected by the HRDA?

In order to receive funding the student/employee must be present at his desk, on his own computer with a working camera. Cameras must remain on throughout the seminar. The student must also have a working microphone.  Should the student/employee not attend the seminar 75%, not have the camera on during the sessions, not have a working microphone or not follow instructions regarding the use of the online ERMIS Register he/she will not be eligible for funding and ELTC may request payment of the full fee from the employer.

Will I receive a certificate at the end of the training?

Yes, you will receive a Certificate of Attendance from ELTRC or the relevant awarding body.

How can I access course materials and resources?

Registered participants will receive access to our course materials and resources through our online learning platform. These materials are designed to complement the live sessions and help you reinforce your understanding of the topics covered. If you have any questions or encounter any difficulties accessing these materials, please reach out to our support team, and they will be happy to assist you.

Will you register my CPD points for me?

Yes, our admin team will make sure that your CPD points are registered with the Cyprus Bar Association immediately after the end of the seminar.

I am unemployed - Can I join this seminar?

Unemployed persons can join this course for free, provided that they have secured a referral from the Department of Labor (ΔΥΑ) for participation in a training program, with a start date of validity that is either prior to the start date of the training program or within 25% of the duration of the training program. Also, they must have obtained from the ΔΥΑ a form for the renewal of the unemployment registration (ES19), which confirms that they were unemployed at the start of the program. Additionally, they must not have already participated in two (2) training programs subsidized by the Human Resource Development Authority (ΑνΑΔ) within the same calendar year, as part of the Scheme, while they must meet any minimum requirements of the training program specification in terms of education level or experience, or in terms of specific skills that the candidates must possess. The registration process is complete once all the necessary forms are uploaded in the ERMIS portal.

When is my registration complete?

Your registration will be complete once you enrol on the course in the ERMIS portal, having followed all the required the steps.

ENROLL NOW

options for all professionals

HRDA

30
May
-
16
Jul
2024
1000
200

Cyprus Companies Law and Practice

15 CPD Points
Duration:
40
HOURS
Language:
English
Androulla Poutziouris
apply NOW
Thank you! Your submission has been received!
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INDIVIDUAL

30
May
-
16
Jul
2024
1000
700
+VAT

Cyprus Companies Law and Practice

15 CPD Points
Duration:
40
HOURS
Language:
English
Androulla Poutziouris
apply now
Thank you! Your submission has been received!
Oops! Something went wrong while submitting the form.

TEAMS

30
May
-
16
Jul
2024
CUSTOM

Cyprus Companies Law and Practice

15 CPD Points
Duration:
40
HOURS
Language:
English
Androulla Poutziouris
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