Andria Papageorgiou, Author at Andria Papageorgiou

Registration of the Ultimate Beneficial Owner(s) (“UBOs”) to the Registrar of Companies

The Department of the Registrar of Companies and Official Receiver, has been appointed as the Competent Authority for the operation of the Registration of the UBOs of Companies and Other Legal Entities, based on the Prevention and Suppression of Money Laundering Activities and Financing Terrorism Law and similar Directives.

Hence, all registered/incorporate legal entities, have the obligation to submit electronically, the information of their UBOs under the Beneficial Owners Register operated in the Department of the Registrar of Companies and Official Receiver.

The Partnerships who are registered in the Company’s Registrar have also been included in the list of the entities with the above respective obligation.

UBO can be considered as the physical person who owns/control a legal Entity or the physical person to whom an activity or transaction is operated by a third party.

Direct ownership means a physical person who holds the 25% of shares plus 1 share or shares over 25%
Indirect ownership means a legal entity/ies who hold on behalf of the physical person/s the 25% of shares plus 1 share or shares over 25%

Based on the above, the Companies and Other Legal Entities (Partnership) incorporated before 12/03/2021, are obligated to submit in Registrar of Companies the information required for the real beneficial owners the latest by 12/03/2022.

The submission must be done electronically by the Company or any other Legal Entity (Partnership) via the Government Gateway Portal (Ariadni), that operates since 16.03.2021 without any fees.

The steps for the electronic submission, that need to be taken, are as follows:

Each Company or Partnership must create a profile as an Organization in the Government Gateway Portal (Ariadni) https://eservices.cyprus.gov.cy.
The Identification of the Entity’s / Partnership profile must be done by the physical presence of the Entity’s/Partnership representative at the following authorized centres:

Unified Service Center (CSR) – 13-15 Andrea Araouzou, 1421 Nicosia
District Post Offices (KEPO)
- Nicosia – 100 Prodromou, 2063
- Limassol – 16 June 1943 (former Gladstonos) 3022 Paphos –
- Aristotelis Savva 23, 8025
- Larnaca – Vassileos Pavlou Square, 6023
Citizens’ Service Centers (KEP)
- Nicosia – Georgiou Seferis, 2415 Engomi
- Limassol – Spyrou Araouzou 21, 3036
- Famagusta – Eleftherias 83, 5380 Deryneia

The following companies have an exception from the UBOs registration:

Companies that are licensed under a Regulated Market and are subject to notification requirements based on the European Union Legislation.
Companies which are, subject to equivalent international standards that ensure the ownership transparency.
Companies which submitted to the Registrar of Companies, the application for the deletion of their officers based on the article 327(2A)(a) of the Companies Law before 12/03/2021 or the companies that were without any officers before 12/03/2021.
Companies to which the liquidation procedure has started before 12/03/2021.

More details in relation to the submission of the Beneficial owner’s information in the Register and its operation can be found at the following links:

Regulatory Administrative Act No 112/2021
At the manual for the Interim Solution of the Register of Real Beneficiaries: CLICK HERE
To the answers on frequently asked questions in relation to the Real Beneficiaries: CLICK HERE
Το the announcements of the Registrar of Companies.

Based on the above the Ministry of Energy, Commerce and Industry and the Department of the Registrar of Companies and Official Receiver, are inviting you to proceed as soon as possible and before the 12 March 2022, with the submission of the Real Beneficiaries information at the Real Information Register. Please note that no further extension will be given.

During the collection and submission of the Beneficial Owners’ information, no penalties will be imposed against the entities, until 12/03/2022. Any changes as to information of the UBOs should be submitted within 14 days since the day of the information/changes is acknowledged.

In case you have any questions, please do not hesitate to contact us for further professional assistance.

Disclaimer: The information contained in this article is provided for informational purposes only, and should not be construed as legal advice on any matter. Andria Papageorgiou Law Firm is not responsible for any actions (or lack thereof) taken as a result of relying on or in any way using information contained in this article and in no event shall be liable for any damages resulting from reliance on or use of this information.

Announcement, Company Law, Corporate, NewsNovember 17, 20210 comments

by Andria Papageorgiou

Circular C475: Sanctions Imposed by the Office of Foreign Assets Control (“OFAC”) of the U.S. Treasury Department

With Circular C475 and on continuation to the Circulars C266 and C337, CySEC draws your attention to the continuously updated list of the latest U.S. sanctions (available here), which inter alia, contains Cyber related Designations and Designations Updates.

Sanctions imposed individually by third countries are not enforceable in the EU, but CySEC expects the Obliged Entities falling under their supervision to take such measures into account, in the context of their relevant risk assessment and take proportionate action, including refraining from engaging with affected persons.

This Circular serves as a reminder to Obliged Entities of their obligations and particularly to CASPs, of the content of CySEC’s Policy Statement on the Registration and Operations of CASPs (“PS-01-2021”, available here), according to which CASPs, are inter alia expected to have in place policies, procedures, systems and controls to ensure compliance with a risk based approach (Paragraph 2.2.2.4 of PS-01-2021 elaborates further on the subject matter).

In case you have any questions, please do not hesitate to contact us for further professional assistance.

Announcement, NewsNovember 15, 20210 comments

by Andria Papageorgiou

New Incentive Scheme To Be Launched To Attract High Tech Companies

Cyprus Government presented recently a new proposal for the attraction of businesses and digital nomads, placing an emphasis on domains related to High-tech, Research & Development and Shipping.

The establishment of this proposal has an attempt to make Cyprus an attractive investment destination in the wider region and Europe and is expected to come into force as from January 2022.

In general the suggested main pillars of the new proposal are as follows:

A. Employment of Non-EU Nationals:

Employment of Non-EU Nationals with a General Minimum salary of €2.500 for highly skilled employees, while a university degree or at least 2 years experience are required. The work permits will be issued within one month and will last up to 3 years. The maximum work permits for Non-EU Nationals per Company is 70% for a 5-year period. The Companies will need to be able to employ Non-EU Nationals as supporting staff with salaries below €2.500 (Maximum 30% of the total supporting staff of the entity).

B. Employment of family members:

Non-EU employee’s spouses, who are employed in a Company operating under the provisions of the Business Facilitation Unit (excluding the supporting staff category) will also have immediate and free access to Cyprus labour market.

C. Digital Nomad Visa:

A new type of permit the so-called Digital Nomad Visa will be introduced for those who wish to live in Cyprus but work remotely for companies operating abroad. This Digital Nomad Visa will have a maximum quota of 100 applications. The visa will be granted for the period of 1 year with the right to renew it for another 2 years. The Digital nomads’ minimum threshold of funds coming from abroad (salary, bank statements, etc.) is €3.500, plus an additional 20% for the spouse and 15% for any minor.

D. Naturalization of Non-EU Nationals employed in Cyprus:

According to the new proposal, non-EU Nationals who are employed in Cyprus, will be able to apply for citizenship after 5 years of residency instead of 7. For those who have a very good knowledge of the Greek language with a proof of certification, will be able to apply for citizenship after 4 years.

E. Simplification of the process for obtaining Permanent Residency:

The actual proposal provides a simple process for obtaining Immigration Permits and Long-Term residency permits. Relevant Regulations of the Aliens and Migration Law will be amended in order to speed up the process of the applications.

F. AP Law Firm:

Andria Papageorgiou Law Firm can assist with any of the above matters. Therefore, should you have any further questions, please do not hesitate to contact us at info@apapageorgiou.com.

Announcement, Employment Law, Immigration Law, NewsNovember 5, 20210 comments

by Andria Papageorgiou

Legal Opinions For Financial Institutions

Legal opinion is a piece of professional legal advice on a specific subject. Lawyers have an exclusive right to prepare such a document at the request of the person concerned. A correctly drafted opinion letter will ensure the benefit of your side to all parties to the dispute and confirm the transparency of the contract or the legality of certain legal actions.

Navigating through complex and uncertain legal provisions, Andria Papageorgiou Law Firm provides qualified third-party opinions on an array of subjects, with our expertise lying in financial services to assist you to come to the right conclusion whilst allowing you to have a clear understanding of the law.

We can assist with drafting legal opinions in Cyprus and over 100 other jurisdictions through our network of associates.

Regulators, payment service providers, and other methods of payment such as Visa and Mastercard are now requiring investment firms and other financial institutions to show that the provision of services in European or non-European countries, is permitted and in line with local country rules and regulations.

It is important to remember that in drawing up a Legal Opinion on any issue, Lawyers are responsible for their opinions, as they conduct legal and factual research, analysis, and verification and it is for this reason that providing Legal Opinions can be a rather expensive process at times.

Our global network of associates has been vetted to ensure that quality Opinions are prepared with investment issues distinguished by strict language, clarity of circumstances provided, and presence of transparent and understandable conclusions.

We have assisted investment firms and other financial institutions globally, including Cyprus, South Africa, Belize, New Zealand, Australia, Thailand, Malaysia, Taiwan, Singapore, and more, to attain Legal Opinions in over 100 countries.

Should you have any further questions, please do not hesitate to contact us at info@apapageorgiou.com.

COMPLIANCE, REGULATORYNovember 1, 20210 comments

by Andria Papageorgiou

Shareholders’ Agreements

A. Introduction:

Under the Cyprus Companies Law, Cap 113 (hereinafter the ”Law”), all private limited Companies are required to adopt articles of association (hereinafter the ”AoA”) and a memorandum of association upon their incorporation. The AoA specify the regulations for a Company’s operations and management, and they set out the administrative and Company law procedures for carrying out the business affairs of the Company. It goes without saying that they are being drafted in accordance with the Law so that the provisions of Law are reflected in the regulations of a Company. The AoA are public documents, and the public can review them through the Registrar of Companies and Official Receiver of Cyprus.

A Shareholders’ Agreement (hereinafter the ”SHA”) is a private contract between the members of a Company. A SHA regulates the relationship between the Shareholders as well as setting the grounds in the event of a deadlock. Whilst Companies are not legally required to have a SHA (the Law does not make any references to SHA), it is important for the Shareholders to enter a SHA upon the incorporation of the Company in order to be aware of their rights and obligations towards each other. It is not necessary that the Company is a Party to a SHA.

B. When should the Shareholders enter a SHA:

From our experience, we would recommend for a SHA to be signed at the stage when you form the Company and issue the first shares. In fact, it is a good practice to ensure there is a common understanding of Shareholders’ expectations of the business.

C. What a SHA usually covers:

At Andria Papageorgiou Law Firm, we offer tailor-made solutions for SHAs drafted specifically to avoid future conflicts between the members of a Company, covering, among others, the below issues:

The Company structure, including the composition of the share capital of the Company;
Shareholders’ rights and obligations;
Regulate the issuance, transfer and sale of shares of the Company;
Regulate the appointment and resignation/removal of Directors;
Restrictions on the activities of the Company, including provisions, requiring consent of all Shareholders, or approval by specific majority to enter new areas of business or territories;
Set out provisions to resolve deadlock situations;
Non-Competition issue, including provisions preventing shareholders from setting up competing business, to the Company, within a prescribed time period, or territory;
Regulate the amount and way of declaring dividends;
Confidentiality issue, including provisions relating to the exposure to publicity of the Company’s documents (Under Cyprus Law there is no obligation for the registration or deposit of the SHA with the Registrar of Companies); and
Set out provisions for dispute resolution procedures.

D. What if there is a breach of the SHA:

In the event of a violation of the SHA by any contracting Party, then the other Party can enforce same by an action for specific performance, and for damages, as well as to apply for an injunction to block the violation of same.

It should also be noted however that any term of the SHA which contravenes any statutory provision of the Law is considered invalid under Cyprus Law. In addition to this point a SHA and the AoA of a Company should be consistent with one another.

E. Conclusion:

A SHA is a valuable tool, for providing a procedural framework, to regulate and govern the internal management of a Company, or joint venture.

In addition, through the use of a SHA, the Parties can achieve greater protection, of the rights of minority Shareholders, quick resolution of deadlocks, sufficient regulation of the rights of entry, or exit, of shareholders in the Company, secure methods of valuation of the fair value of the shares of the Company etc. Because the SHA, has the additional advantage of not being available to public, unlike the Company’s constitutions, sensitive details, regarding the role of the Parties in the Company’s management, their rights, and obligations etc., may be set out in the SHA.

The SHA shall be signed by all registered Shareholders of the Company, as well as by the Company, and in case of conflict between the terms of the AoA, and the terms of the SHA, the terms of the latter, prevail and have superior effect.

F. AP Law Firm:

Andria Papageorgiou Law Firm can assist you with the below:

Provision of a Legal Opinion and Advice on the SHA;
Drafting of a new tailor-made SHA;
Review and Comment on any existing SHA;
Provision of a Legal Advice on any dispute arising out of a SHA

Should you have any further questions, please do not hesitate to contact us at info@apapageorgiou.com.

Business Law, Company LawOctober 21, 20210 comments

by Andria Papageorgiou

Cyprus Visas and Permits

A. Introduction

All non-EU citizens who wish to enter the territory of the Republic of Cyprus have various options of visas, including the short-stay visa, temporary residence permits, immigration permits, and residence permits for family members.

B. Short Stay Visas

When it comes to business or vacation purposes (i.e. non-immigration related) for less than three (3) months, non-EU citizens should apply for the short-stay visa. This type of visa can be issued as a multiple-entry, allowing non-EU citizens to visit Cyprus several times, or a single entry visa.

However, if a non-EU citizen is planning to visit Cyprus on a frequent basis for business purposes or otherwise, there is the option of obtaining a multiple entry visa for one year, although the total visits must not exceed ninety (90) days, starting from your first visit during each six (6) month period.

C. Temporary Residency Permit (“Pink Slip”)

Non-EU citizens who wish to visit Cyprus for a long-term, without any employment rights, should obtain special temporary residency permit (“pink slip”). This type of permit can be issued for a period of 1 to 4 years (with a limitation of absence period not more than 4 months). A “Pink Slip” could be issued for a period of 1-2 years upon first application and will be easily extended for a further 1-2 years period thereafter.

“Pink Slip” – Visitor Visa

Visitor Visas are normally provided to applicants under the following categories:

Spouses from third countries that are married to Cypriot citizens or parents-in-law from third countries or underage children of foreigners (younger than 18 years) who have applied for family reunification and a residence permit;
Third country nationals that apply for an extension of their visitors visa and which have enough funds from abroad to support themselves (or foreigners who have enterprises in Cyprus);
Applicants who have received temporary entry permits from consular authorities of Cyprus abroad; having the term FINAL on them, may apply for an extension when special reasons are taken into consideration (e.g. Humanitarian reasons, householders of property in Cyprus etc);

“Pink Slip” – Student Visa

Each student who takes a long-term course at a Cyprus educational institution must obtain permission for long stay. Students from non-EU countries can be issued visas by an Embassy / Consulate of the Republic of Cyprus in the student’s home country or by the Migration Department of Cyprus. International students must report to their educational institution immediately upon arrival to register and complete other formalities required for obtaining further temporary resident permits.

“Pink Slip” – Employment Visa

Applications for the issue of Entry and Temporary Residence and Employment Permits must be submitted by the Cypriot employer through the District Office of the Aliens and Immigration Unit of the Police or at the Central Offices of the Civil Registry and Migration Department in Nicosia. The applications should be submitted along with the contract of employment certified by the Department of Labor of the Ministry of Employment and Social Insurance, which is the competent Department for securing that there are no Cypriots or citizens of Member States of the European Union, available or adequately qualified for the specific job or post prior to recommending the employment of third country nationals. The applicant must proceed to register with the District Office of the Aliens and Immigration Unit of the Police. The maximum duration of employment in most cases is four years (exemptions may apply).

Companies who meet the criteria to be classified as foreign interest companies are also eligible to employ third country nationals in Cyprus. They must meet the following criteria:

The majority of the company’s shareholders or ultimate owners should be foreign;
The company should operate from their its own fully fledged offices in Cyprus;
New companies should prove that they have direct foreign capital investment amounting to at least EUR 171,000 brought legally to Cyprus from abroad.

Documents required for Temporary Residence Permit (Pink Slip) application (where applicable):

Copy of sale agreement or rental agreement or title deed;
Copy of employment contract duly signed and stamped;
Proof of funds deposited in a personal bank account;
Passport(s) copy (plus copy of first page and last entry stamp);
Pension certificates + translation and any other source of income such as interest, rental income, other investments. The applicant must provide evidence of steady and regular income, adequate for the maintenance of the applicant and his/her family, from external sources;
Bank guarantee (as required);
Marriage certificate + translation with apostil (Russians exempted);
Birth certificate for children + translation with apostil (Russians exempted);
4 photos for first issue (1 photo for renewal);
Medical Insurance which is automatically renewable

D. Immigration Permits

Non-EU aliens could apply for immigration permits if they are qualified for the Categories as listed below under the 5^th Regulation of the Aliens and Immigration Regulations of Cyprus:

Category A: Persons who intend to work as self employed in agriculture, cattle breeding, bird breeding or fish culture in the Republic, provided that they have in their possession adequate land or a permit to acquire same, they have fully and freely at their disposal capital of approximately €430,000 (CY£250,000) and such an employment should not negatively affect the general economy of the Republic.

Category B: Persons who intend to work as self employed in mining enterprises in the Republic, provided that they have in their possession a relative permit, they have fully and freely at their disposal capital of approximately €350,000 (CY£200,000) and such an employment should not negatively affect the general economy of the Republic.

Category C: Persons who intend to work as self employed in a trade or profession in the Republic, provided that they have in their possession a relative permit, they have fully and freely at their disposal capital of approximately €260,000 (CY£150,000) and such an employment should not affect negatively the general economy of the Republic.

Category D: Persons who intend to work as self employed in a profession or science in the Republic, provided that they have academic or professional qualifications, for which there is demand in Cyprus. Possession of adequate funds is also necessary.

Category E: Persons who have been offered permanent employment in the Republic, which will not create undue local competition.

Category F: Persons who possess and have fully and freely at their disposal a secured annual income, high enough to give them a decent living in Cyprus, without having to engage in any business, trade, or profession.

The annual income required should be at least €9568,17 (CY£5,600) for a single applicant and moreover at least €4613,22 (CY£2,700) for every dependent person, but the Immigration Control Board may demand additional amounts as necessary. Most applicants come under this Category, the majority of them being pensioners or retired persons.

This is the only category where a permit can be obtained by all family members simultaneously. An Immigration Permit will be automatically cancelled if the interested person fails to acquire residence in Cyprus within one year from the approval of the application, in case he/she is residing outside Cyprus. It will also be cancelled if he/she acquires permanent residence abroad or be absent from Cyprus for a period of two years.

Ε. Residency Permits

Residency Permit for non-EU family members of non-EU citizens:

Non-EU family members of a third country national who has prospects of applying for a permanent residency permit in Cyprus, can obtain a Resident Permit. Non-EU family members such as a spouse and unmarried children under 18 years old can obtain a Resident Permit upon providing documentary evidence of the family relationship (e.g. birth certificates) with a third-country national who holds a residence permit valid for at least one year and who has resided legally within Cyprus for a period of at least 2 years. Upon application for Family Reunification non-EU family members may obtain a Residence Permit.

Residency Permit for non-EU family members of EU citizens:

Non-EU family members of EU citizens who reside in Cyprus can obtain a Resident Permit. Non-EU family members such as a spouse and unmarried children under 18 years old can obtain a Resident Permit upon providing documentary evidence of the family relationship (e.g. birth certificates) with the EU citizen.

The Residency Permit issued to a non-EU family member is valid for five years from the date of the issue or for the envisaged period of residence of the EU citizen.

Finally, please note that all the documents issued by a foreign authority (either for applying for temporary or permanent residence permit) should be translated to either Greek or English and be duly authenticates (they should bear the stamp “APOSTILLE”, if they are issued by countries that have signed the Hague Convention, otherwise they should be sealed by the Ministry of Foreign Affairs of the issuing country and the diplomatic mission of the Republic of Cyprus in the issuing country).

F. AP Law Firm:

Andria Papageorgiou Law Firm can assist you with the below:

Provision of a Legal Opinion on any Immigration matter;
Advice and preparation of any type of application, according to each Client’s case;
Support and assistance through all the procedure from initial property purchase, if required;
Advice on required documents;
Preparation and submission of the necessary applications;
Collection of the relevant cards.

Should you have any further questions, please do not hesitate to contact us at info@apapageorgiou.com.

Employment Law, Immigration Law, Property LawSeptember 28, 20210 comments

by Andria Papageorgiou

Benefits of doing business in Cyprus in 2021

A. Introduction

Cyprus has a modern, free-market, service-based economy giving international investors and domestic businesses confidence to invest, grow and prosper. The tertiary sector of services is considered the backbone of the Cyprus economy and with a high income per capita, the consumer market is particularly strong.

B. Reasons why Cyprus is one of the best options for your business

Many Investment Opportunities
Cyprus offers many investment opportunities.It is one of the most touristic countries in the Mediterranean and Europe as a whole; it is one of the global shipping powers; it has a thriving real estate business, and its financial business still has a ton of room to grow.There are also other opportunities in gas, agricultural and fishing.
Entryway To Europe
Cyprus is a popular destination for businesses that are starting to operate in Europe. In a continent where there’s so much fiscal and bureaucratic pressure, Cyprus is a breeze of fresh air.Starting and running a business is simple. If you wish to start a financial business, financial licenses in Cyprus are reputable offering peace of mind for investors and have passporting rights.It means you can choose Cyprus as your European headquarters to operate your business without any additional licensing requirements for other EU members or needing to establish branches or offices.
Cyprus Is Business Friendly
The government took many business initiatives. For example, it introduced many tax incentives, opened the country to investors, established an attractive non-dom status for foreigners and provided tax credits for fund managers.It also created citizenship and residency by investment programs, and reformed banking laws so that banks could securitize loans, reducing their NPL exponentially.
Bilingual Population And Workforce
More than 70 % of the Cypriot population speaks English, and the island has a well-established expat community.More than half of the Cypriot residents hold tertiary qualifications as well. This means the island has an apt public sector and top-notch service providers of all kinds (accounting, legal services, tax planning, and more) that can help you start operating in Cyprus.
Quality Low Cost Of Living Environment
When compared to the services and easy life offered by the country, its cost of living is among the lowest in the European Union.The country has a modern infrastructure with great telecommunications. All this led to Cyprus being named the 5th best relocation destination in the world by a Knight Frank report, one of the world’s leading real estate consultants.This is why the country has the second-highest percentage of foreigners in the EU, with almost 20%.

C. Benefits of doing business in Cyprus

Our Clients looking to set up a business in Cyprus will enjoy a fast, stress-free and cost effective process because:

A Cyprus Limited Liability Company can be 100% foreign owned and required only 1 shareholder and director of any nationality who can either be an individual or a corporate entity and must not be resident in Cyprus; It would be worth mentioning that all shareholders and director’s details of a Cyprus company are available for public viewing on the Cyprus Department of Registrar of Companies website; which may not be ideal for foreign investors seeking anonymity;
The share capital of the company does not have to be fully paid in cash at the time of incorporation. You can pay it up later at any stage.
Foreign owned companies are permitted to invest in every business sector in Cyprus without any restrictions or stringent licensing requirements except for a few regulated sectors such as banking and financial services and media;
Using our Law Firm, our Client can obtain a Cyprus company registration number and tax number and commence the operations in Cyprus within a period of 2 weeks;
Following business registration, our Law Firm can open a corporate bank account with one of the leading banks in Cyprus, including Bank of Cyprus and Hellenic Bank without our Client traveling to Cyprus;
You can open a bank account for a Cyprus company in any country you want;
Entrepreneurs registering business in Cyprus will enjoy considerably lower administrative and operational costs compared to most of other countries in the EU region.

Our Client doing business in Cyprus will benefit from various tax incentives including:

The standard corporate tax rate in Cyprus is 12.5%, which is one of the lowest corporate tax rates in Europe, if generated within Cyprus, otherwise its corporate tax is 0%. Cyprus is a low tax jurisdiction not a Tax Haven.. Additionally, the government does not impose any capital gains tax; For a company to tax advantage of the multiple Cyprus’ tax treaties and the 12.5% corporate tax rate, a company is required to appoint at least one director who must be resident in Cyprus;
A Cyprus holding company enjoys exemption from withholding taxes on dividends paid to a resident company whether they are received from a foreign company or another Cyprus resident company;
Local companies will benefit from a wide network of double taxation treaties. The government of Cyprus had signed over 55 DTAs with at least 47 countries, including China, India, Ireland, Singapore, the United Kingdom and the United States;
Companies will enjoy exemption from corporate income tax on income sourced from operations abroad as well as exemption from capital gains tax and estate duty on income from immovable property outside Cyprus.

Other advantages prompting foreign entrepreneurs and investor to consider doing business in Cyprus include:

Up to 80% of income generated by Cypriot companies engaged in activities related to Intellectual Property (IP) is exempt from taxes; only 20% of the total profits is liable for taxes;
Although seen as a safe haven for taxes, Cyprus is listed on the OECD ‘white list’ of global jurisdictions that are fully compliant with the international standards of tax;
Tax resident companies can carry forward their tax losses incurred within a fiscal year for the subsequent 5 years and the same can be offset against the taxable income;;
As a member of the European Union, Cyprus enjoys all the benefits of the EU regulations and treaties including, and particularly, the free movement of capital within and outside the EU region.

Cyprus laws are investor friendly due to the reasons given below:

An opportunity to acquire Cyprus citizenship is offered to all the investors in Cyprus. A Cyprus citizenship has all the benefits that an EU citizenship has, i.e. the right to live, work, and move freely within the entire EU area; In October 2020, the Cypriot government abolished its golden visa program for wealthy investors. Therefore, the foreign investors cannot currently acquire citizenship by investment, but there are other options we could discuss and advise you further.
Incorporation of a Cyprus company gives the right to the Real Owner and his family members to a long stay visa for two years (renewable) and work permit. In 7 years to a Cyprus, they can apply for a Cyprus citizenship and get an EU passport;
A Cyprus company can be re-domiciled abroad to any other country;
Cypriot laws allow the investor to retain their anonymity and hold their property under an international trust; 100% tax exemption on inward and outward dividends.

D. Conclusion

Cyprus is an ideal location for establishing a regional headquarters for a company with a global presence. Located int eh easter Mediterranean between Europe, Middle East and North Africa, Cyprus is an optimum jurisdiction to centralise and coordinate a company’s intercontinental operations;

Additionally, for Clients looking to establish abroad to minimise tax implications, Cyprus is a good choice of jurisdiction for legal tax optimisation;

Cyprus is an attractive place for new entrepreneurs aiming to engage in young and innovative businesses. These innovative start-up companies are provided with numerous tax benefits including a deduction of the qualified expenditure incurred from the investor’s taxable income of up to 50% of the taxable income or €150,000, whichever is lesser.

If you need to settle in Cyprus, you will enjoy a beautiful country with a mild climate, no crime rate, hospitable population, plenty of human recourses for your needs, a fantastic cuisine and tasty fruits and vegetables.

E. AP Law Firm

Andria Papageorgiou Law Firm can assist you with any matter relevant to the below:

Corporate and Commercial;
Employment;
Immigration;
Real Estate;
Intellectual Property;
Data Protection;
Banking and Finance;
Regulatory and Licensing Advisory

Should you have any further questions, please do not hesitate to contact us at info@apapageorgiou.com.

General, NewsSeptember 20, 20210 comments

by Andria Papageorgiou

Employment and Labour Law in Cyprus

A. Introduction

Cyprus Employment Law is a combination of common laws and statutes that govern the relationship between an employer and employee. Since employment is regarded as a contract, contract law’s standard principles underlay all employment agreements in Cyprus. As such, it is understood that both parties agreed to the terms and conditions of the contract freely and willingly. Several statutory regulations and obligations, such as the Termination of Employment Law of 1967, and collective agreements, complement common law to ensure that employee rights are protected.

B. Employee Rights Safeguarded by the Statute

In addition to honouring contract law, employers are obligated to uphold all employees’ constitutional rights (to work, strike, and be treated equally in the workplace). Furthermore, several statutes related to employment exist to safeguard workers’ rights in Cyprus. The most important is the Termination of Employment Law of 1967. Others include:

The Termination of Employment Law of 1967, as amended;
The Social Insurance Law of 1980, as amended;
The Annual Paid Leave Law of 1967, as amended;
The Protection of Maternity Law of 1997;
The Minimum Salaries Law, as amended;
The Equal Treatment at Work and Employment Law of 2004, as amended;
The Health and Safety at Work Law of 1996, as amended;
Law 100(I)/2000, providing for an employer’s obligation to inform employees about the conditions applicable to their contract or employment relationship; and
The Collective Redundancies Law of 2001.

Employers are also obligated to inform employees of conditions related to the employment relationship or any changes to those conditions.

C. Employment Contracts

The starting point of Employment Law is based on the Law of Contract. An Employment Contract is, however, complemented by the relevant employment law principles.

Freedom of contract allows employers and employees to negotiate the terms of employment and such terms will be considered valid if they do not violate any other law or policy.

Additionally, article 25 of the Cypriot Constitution safeguards the right of individuals to engage and practice any professional or to carry on any occupation, trade, or business.

The exercise of this right may be subject to such formalities, conditions or restrictions as are prescribed by law and relate exclusively to the qualifications usually required for the exercise of any profession or are necessary only in the interests of the security of the Republic or the constitutional order or the public safety or the public order or the public health or the public morals or for the protection of the rights and liberties guaranteed by this Constitution to any person or in the public interest.

The Law is very clear about the obligation of the employer to bring to the employee’s attention detailed information about the Employment Contract within one month from the commencement of the relationship. The information can be delivered by employment contract or by letter of appointment.

As a minimum, an employment contract must contain the following information:

The identity of the parties;
The place of work and the registered address of the business;
The position or the specialisation of the employee;
The commencement date of the contract and its duration if it is for a fixed period;
Notice periods;
Annual leave entitlement;
All the payments (salary, bonuses and so on) which the employee may be entitled to and time schedule for their payment;
The usual duration of daily or weekly employment and
The application of any collective agreements.

Employment Contracts can be written in any language that is understandable to both parties or, if the contract is written in a language that the employee does not understand, its provisions must be orally explained to the employee. However, it is advisable for the employer to obtain the confirmation of an independent professional (for example, a lawyer) that the terms of the contract have been appropriately explained to the employee.

Amendments to an employment contract may only be made with the consent of both parties.

D. Termination of Employment in Cyprus

In Cyprus, the most important employment law related statute is the Termination of Employment Law. It regulates termination of employment, and its primary purpose is to protect employees against dismissal. This law covers all employees, whether in the private or public sector.

According to the Termination of Employment Law of 1967, employers must give adequate notice of termination. However, the notice period varies depending on the length of service:

26 to 52 weeks of service requires a notice period of one week,
52 to 104 weeks of service requires a notice period of two weeks,
104 to 156 weeks of service requires a notice period of four weeks,
156 to 208 weeks of service requires a notice period of five weeks,
208 to 260 weeks of service requires a notice period of six weeks,
206 to 312 weeks of service requires a notice period of seven weeks, and
52 to 104 weeks of service requires a notice period of eight weeks

Employers are obligated to provide a reason for dismissal. If they cannot give a reason or the reason is unjustified, the employee has the right to file a claim of unlawful dismissal.

There are certain circumstances where employers are not lawfully entitled to terminate an employment contract. For instance, your employer legally can’t fire you for being a member of a trade union or a safety committee. Similarly, you can’t be dismissed for filing a complaint in good faith.

Employers are entitled to terminate an employment agreement and dismiss the employee in the following scenarios lawfully:

An employee’s work performance is not up to standard;
A role has become redundant;
Force majeure, war, civil unrest, natural disasters, or an act of God;
Non-renewal at the end of a fixed period;
An employee is subject to summary dismissal based on their conduct;
The relationship between the employee and employer cannot be expected to continue due to the employee’s conduct;
An employee commits a disciplinary or criminal offense or behaved indecently;
An employee repeatedly violates or ignores the terms of employment.

Termination based on redundancy has to meet certain criteria as well. If a company closes or relocates to a different premise, an employer may terminate the employment agreement lawfully as long as employees are given adequate notice. Technological advances or any other changes in its production method may also cause redundancy. Also in the below cases, a company has grounds to let go of employees on the bases of redundancy:

when companies downsize,
experience a reduction in profits,
if a product is no longer successful in the market.

E. Maternity and Family Leave Rights

Cyprus’ Protection of Maternity Law of 1997 guarantees female and male employees leave after a child’s birth. Employees are entitled to 18 continuous weeks of maternity leave and up to two weeks of paternity leave.

This statute doesn’t obligate employers to pay wages or benefits to employees on maternity leave. However, it does protect pregnant workers from dismissal due to pregnancy. Additionally, pregnant employees are entitled to paid time off.

F. Minimum Wage

For most employment agreements, the employer and employee agree upon a salary through negotiation. However, certain occupations have a guaranteed minimum wage. The amount is set yearly by the Ministerial Council’s order, which sits annually on the 1st of April. The minimum wage statutes cover the following workers:

Shop assistants
Clerks
School assistants
Security guards
Nursing assistants
Assistant baby and childminders
Employees with caring and sanitation duties in senior living communities, private hospitals, and clinics.
A minimum hourly wage exists for security guards and cleaners.

G. Discrimination

Employment and labour law in Cyprus protects employees against all forms of discrimination (age, gender, language, race, ethnicity, nationality, religion, sexual orientation, or political beliefs). Unequal pay based on sex is prohibited explicitly in Cyprus, where workers are entitled to equal compensation for equal work.

The law also protects employees who file sexual harassment complaints. Sexual harassment complaints should be investigated by a Gender Equality Inspector or the Ombudsman.

In the event of unfairness, employees have two options. They may file a civil claim or file a complaint to the relevant authorities depending on the nature of discrimination. If the discrimination claim is successful, employees are entitled to claim damages, reinstatement, and attorney’s fees.

Part-time and fix-time employees should also be treated equally. Part-time workers are entitled to the same salary and benefits as full-time employees fulfilling the same duties. Employers should pay part-time workers pro-rata to the number of hours worked.

H. Annual Leave

Each employee that has worked 48 weeks within one year is entitled to an annual leave with pay of four weeks. Employees, who work 5 days a week, are entitled to annual leave of 20 working days, whereas employees who work 6 days a week, to annual leave of 24 working days.

Temporary absence from work due to an accident, sickness, maternity, parental leave or leave on grounds of force majeure, is considered as a working period. If the employee had worked for a period less than 48 weeks within the year, the annual leave of four weeks is reduced accordingly. The right of employees to annual leave for more than four weeks under any other law, agreement or custom, is safeguarded by the Annual Holidays with Pay Law.

I. Working Hours

Employees working a five-day week should not exceed 48 hours per week or eight hours a day. This restriction includes overtime. There are circumstances where different limitations apply. The hotel industry is one example. Shift workers also have other limits. Employees are also entitled to a minimum of 11 continuous hours of rest every 24 hours. Also, they have the right to a constant 24-hour rest period each week. Furthermore, employees are entitled to either two consecutive days off with a 14-day cycle.

Similarly, night workers should not, on average, work for longer than eight hours a night in a calendar month.

J. Employee’s data protection rights and employer’s data protection obligation

The employer must ensure that data is processed in accordance with the law and for specific and legitimate purposes. The processed data must be relevant, appropriate and not excessive in relation to the purpose of processing.

Furthermore, for data to be legally processed, the employee must explicitly give his consent, unless the processing is either:

Necessary for compliance with a legal obligation to which the employer is subject;
Necessary for the performance of a contract to which the data subject is party;
At the employee’s request and
Necessary to protect the vital interests of the employee.

K. AP Law Firm

Andria Papageorgiou Law firm can assist you with any Employment matter, including, among others, the below services:

Inform Clients of their rights and obligations under the law;
Advise Clients to any employment issue;
Provide Legal Opinion on any employment issue;
Drafting of Employment Contracts, Confidentiality Agreements, Management Contracts, Offer Letters and any other document related to the Employment;
Reviewing/Drafting Employment Policies and Employment Handbooks;
Handling unfair dismissal claims and discrimination cases.
Assisting Clients with the process of filing a claim and a court case.

Should you have any further questions, please do not hesitate to contact us at info@apapageorgiou.com.

EmployeeRights, Employment LawSeptember 3, 20210 comments

by Andria Papageorgiou

Trademark Registration

A. Legal Framework

Trademarks and Service Marks in Cyprus are regulated by the Law Cap. 268 (as amended by the Laws 63/1962, 69/1971, 206/1990, and 176(I)/2000) which confers protection in combination with the provisions of the International Convention of Paris for the Protection of Industrial Property and Regulations of the World Intellectual Property Organization (WIPO). Trademarks in Cyprus are also governed by the Madrid Agreement (1891) and the Madrid Protocol (1989) concerning the international registration of trademarks, by the Agreement on Trade-Related Aspects of Intellectual Property Rights, EU directives, and regulations.

Protection in Cyprus is conferred not only to trademarks that belong to Cypriot owners but also to trademarks owned by foreigners. Accordingly, no discrimination is made between trademarks with their base in Cyprus and trademarks which have their base in another country.

Relevant for the registration and protection of trademarks in Cyprus is the Office of the Registrar of Companies and Official Receiver (the Registrar).

B. What is a Trademark:

A trademark is a distinctive element or a combination of elements, which is used to distinguish the products or services of an enterprise from the products or services of other enterprises, such as:

words;
persons’ names;
drawings;
letters;
numbers;
illustrations;
colors;
shape of product;
shape of its packaging; or
sounds.

The trademark to be registrable must satisfy at least the following criteria:

It must be distinctive;
Not similar to any other trademarks, especially of the same class, already registered, or the examination of their application is pending;
Not to be capable to deceive or confuse the general public.

Registration of a trademark constitutes a form of intellectual property.

C. Procedure before registration:

Before proceeding with the filing of the application for registration of the national trademark with the Intellectual and Industrial Property Section, you are advised to examine whether your proposed mark meets the following prerequisites:

it constitutes a trademark and does not exclusively concern the general appearance of the product, an invention, or work protected by other types of intellectual property rights. For further information regarding other forms of intellectual property rights, please contact us at info@apapageorgiou.com.
it is capable of distinguishing the products or services of an enterprise from those of other enterprises;
it specifies the object of the protection provided to its beneficiary with clarity and accuracy;
it does not conflict with the absolute reasons of rejection;
it does not conflict with the relative reasons of rejection;
it does not infringe third-party rights, by conflicting with an earlier registered trademark or an application for trademark registration. Our Law Firm can assist you with the relevant search.

It is noted that you may, before applying, apply to the Intellectual and Industrial Property Section for a preliminary opinion regarding the possibility of safeguarding your trademark, by submitting the relevant documents, accompanied by the applicable fees. For further information regarding the preliminary process, please contact us at info@apapageorgiou.com.

D. Application for the registration of a trademark in Cyprus:

Once you are satisfied that your mark meets all the prerequisites for protection and provided you have made an availability check among the registered trademarks and the applications for trademark registration, you can proceed with the submission of an application for its registration in the Republic of Cyprus.

The Registrar has the discretionary power to approve the trademark as such or to approve its registration under conditions or to reject the application.

Any negative decision taken by the Registrar will be announced to the applicant and the latter will have the opportunity to request in writing through his/her lawyer the reasoning behind the decision of the Registrar and to submit an objection to the Registrar if he/she is not satisfied with the decision.

If the Registrar accepts the trademark unconditionally or if the applicant accepts the trademark conditionally, the trademark will be published in the Official Gazette of the Republic of Cyprus for two months. During these two months, anyone with a solid reason may file for trademark opposition. If no opposition is registered, the Cypriot Registrar will issue a registration certificate with a copy of the trademark, and accordingly, the exclusive right of use is conferred to the owner of the trademark.

Trademarks in Cyprus have seven-year validity from the initial registration and may be renewed for 14 years after the first 7 years.

E. International registration of trademarks through Cyprus:

Trademark may be registered under the Madrid Agreement regarding the International Registration of Marks and the Madrid Protocol governing the Program for international trademark registration by the International Bureau of the World Intellectual Property Organization (WIPO). Cyprus became a party to the Madrid Agreement and Madrid Protocol on November 4, 2003, under which trademark owners have now the opportunity to have their trademarks protected simultaneously in more than 80 countries (Madrid Union) or by selecting a few according to their business needs, by simply filing one application in one language directly with their own national trademark office.

An applicant shall file its application for registration indicating the Contracting States where the protection is sought through the authorized office of Cyprus that transfers an application to the WIPO for consideration. The International Bureau of the WIPO will examine the application in terms of compliance with the above-mentioned international treaties and other sufficient criteria. After the registration of the mark in the International Register and publication of it in the official publication, the International Bureau of the WIPO transfers appropriate notifications to all the Contracting States where the protection is sought, and each such State shall, after appropriate examination, approve or decline registration in its territory. According to this procedure, the registered trademarks shall have the same legal status as the trademarks registered under the national procedure. Within this procedure, our Law Firm may be your authorized agent for communications with the competent authorities.

Regarding the submission of an application to the European Union Intellectual Property Office (EUIPO), the registration of the European Union Trademark (EUTM) is very popular among owners of trademarks. The distinctive feature is that the registered trademark is subject to protection in all countries of the EU without any exclusion (the EU trademark registration countries). This fact represents a sufficient advantage for business entities and entrepreneurs who plan to do business within the EU as a whole. The registration shall be carried out by the European Union Intellectual Property Office (EUIPO). For further information regarding the relevant submission(s), please contact us at info@apapageorgiou.com.

The Madrid system’s subsequent management of the trademark is simplified since it makes it possible for any possible changes or renewal of the registration to be effected through a single and flexible process.

F. Benefits:

By registering your trademark, you obtain exclusive rights of its use and exploitation, including the placement of the mark on the products or their packaging, the supply of your products or services under the trademark, the use of your trademark as part of your business, or corporate name, its use on your professional forms and advertising materials.

Additionally, registering your mark provides an increased possibility of opposing its unauthorized use by third parties and of taking measures, including the prohibition of the use of the identical or similar marks in the following cases:

transactions;
placement on products or their packaging;
offer of products or services;
trade of goods or possession for trade;
provision of services;
import or export of products;
business or corporate name, wholly or partially;
professional printed material and advertisement;
comparative advertisement in a way that contradicts Directive 2006/114EC;
placement on packaging, labels, signs, security characteristics, or authenticity provisions;
offer, trade, possession for trade, import or export of packaging, label, sign, security characteristics, or authenticity provisions.

Furthermore, the rights over a trademark may be sold, assigned, licensed, or otherwise commercially exploited for a monetary fee. A registered trademark or an application for trademark registration may be given as security or constitute a right in rem.

The benefits provided by a registered trademark are restricted geographically to the territory where it is registered (National/International/European).

G. AP Law Firm:

Andria Papageorgiou Law Firm can assist you with the registration of your Trademark, providing you the following services:

Legal advice on Cyprus Laws about Intellectual Property;
Trademark search and registration;
Management and Administration services;
International Registration Process of a trademark through EUIPO/WIPO;
Objection and Removal assistance;
Intellectual Property Litigation
International Commercial Arbitration

Should you have any further questions, please do not hesitate to contact us at info@apapageorgiou.com.

Intellectual PropertyAugust 17, 20210 comments

by Andria Papageorgiou

Trade Name Registration

A. What is a Trade Name:

A Trade name or a Business name is the name under which the individual or the company ‘run the business’, and it is different from the name of the company as a legal entity. Businesses use Trade names for advertising, marketing, and sales purposes. It does not contain a design or special characteristics. It is merely a name which is chosen either because it is easier to use or because the preferred name cannot be registered, as there might be a registered Trade Name similar to that.

A company can have different Trade Names each serving a different purpose. Practical advice is that it must be distinctive, and the company can use it, for example, in its letterheads, website etc.

In Cyprus, all Trade Names are governed by the Partnerships and Business Names Law (Cap.116).

B. Differences between Trade Names and Trademarks:

Trade Names and Trademarks are distinctly different from a legal perspective. A Trade Name is an official name under which an individual or company conducts business. A Trademark offers companies legal protection for a particular brand, which may be associated with a Trade Name. Although they might be similar, they must not be confused.

It is vital to be able to distinct a Trade Name with a Trademark, for the apparent reason that if a Trade Name is sufficiently similar to a Trademark from a different company, the proprietor may be served with a lawsuit.

C. Registration of Trade Names:

A Trade Name can be registered, although there is no legal obligation to do so, and the process is rather easy, as it is a common goal not to cause misrepresentation between them and Trademarks. However, the registration process of a Trade Name is a totally separate process from the Trademarks of the same company. It is important to note that a Trade Name is not used as a Trademark, as a Trade Name does not grant Intellectual Property (IP) rights to the proprietor.

Trade Names are often used in Trademarks. A legal problem with the integration of the Trade Name in its Trademark is when it is very similar to or has the same name with another Trademark. In such event, the proprietor may be infringing the other Trademark.

At AP Law Firm, we can assist you with the necessary search in order to ensure that the registration of the Trade Name in its Trademark does not lead to Trademark infringement. But, first of all, we will need to check if the Trade Name has not been already trademarked.

Note that Trademarks prevail over Trade Names, over which companies do not have exclusive rights. If a Company wants to have exclusive rights over its Trade Name, it must register it as a Trademark under the Trademarks Law (Cap.268) or even under the relevant International and EU regulations and Treaties.

D. Procedure:

When it comes to the registration procedure, it is usually recommended that three Trade Names are chosen. An application for name approval should be filed with the Registrar of Companies and Official Receiver of the Republic of Cyprus, under the Partnership and Business Names Law, and it shall be subject to the Registrar’s approval. From our experience, the most common reasons for refusal are the following:

a similar name exists, and it will cause confusion;
the name can be deceptive;
the name is offensive ; and
that the name suggests a relationship with the Government.

Upon the necessary Registrar’s approval, and within six months of its reservation, is that the proprietor must file the appropriate form for the registration of the Trade Name.

E. Timeframes:

Trade Names last for as long as they are used, and an application for its renewal is not necessary. If the Company ceases its activities or it stops to use it, the Trade Name elapses. Then, an application form is filed with the Registrar of Companies for its removal of the registry.

F. AP Law Firm:

Andria Papageorgiou Law Firm can assist you with the registration of your Trade Name, providing you the following services:

Legal advice on Cyprus Laws in relation to Intellectual Property;
Trade Name search and registration;
Management and Administration services;
Objection and Removal assistance;

Should you have any further questions, please do not hesitate to contact us at info@apapageorgiou.com.

Intellectual PropertyAugust 4, 20210 comments

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Andria Papageorgiou

Author: Andria Papageorgiou

A. Introduction:

B. When should the Shareholders enter a SHA:

C. What a SHA usually covers:

D. What if there is a breach of the SHA:

E. Conclusion:

F. AP Law Firm:

A. Introduction

B. Short Stay Visas

C. Temporary Residency Permit (“Pink Slip”)

D. Immigration Permits

Ε. Residency Permits

F. AP Law Firm:

A. Introduction

B. Reasons why Cyprus is one of the best options for your business

C. Benefits of doing business in Cyprus

D. Conclusion

E. AP Law Firm

A. Introduction

B. Employee Rights Safeguarded by the Statute

C. Employment Contracts

D. Termination of Employment in Cyprus

E. Maternity and Family Leave Rights

F. Minimum Wage

G. Discrimination

H. Annual Leave

I. Working Hours

J. Employee’s data protection rights and employer’s data protection obligation

K. AP Law Firm

A. Legal Framework

B. What is a Trademark:

C. Procedure before registration:

D. Application for the registration of a trademark in Cyprus:

E. International registration of trademarks through Cyprus:

F. Benefits:

G. AP Law Firm:

A. What is a Trade Name:

B. Differences between Trade Names and Trademarks:

C. Registration of Trade Names:

D. Procedure:

E. Timeframes:

F. AP Law Firm: