ELTC EUROPEAN LEGAL TRAINING CENTER LTD

PROFESSIONAL SEMINARS LEGAL/LEGISLATION

Academic year

2024
Cyprus Companies Law and Practice
Interest Form

Course Summary

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.

Prospects

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.

Program Details

‍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

Timetable

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

Fees

Application Fees
This seminar is funded by the HRDA. The price can be divided into 2 instalments of €100 each.
Our training center offers special prices for individuals who are not eligible for funding. (€700+VAT)

Registration

This seminar is funded by the HRDA. The price can be divided into 2 instalments of €100 each.
Our training center offers special prices for individuals who are not eligible for funding.
Unemployed participants are eligible for HRDA funding provided they meet certain requirements. For more information, please contact us at 7008 8871.

Provider information

Address

Eleftherias 50, Larnaca 6030

Contact Person: Antonia Papantoniou

Phone: 700 88871

Email: info@eltrc.com

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