Requesting a name at the Registrar is the first step towards forming a Cyprus Company. In most cases a lot of brainpower is put into deciding on the name whereas in other cases it’s as simple as using LTD after your very own name. If it is ever time to change name, what is the process, the legal effect and practical implications for the company and third parties.
Change of Name Process
Since the name of the company falls within the sphere of operations designated by the articles as being within the business of the Company it is appropriate that the board of directors initiate the process.
The board will prepare a written resolution or meet in person and discuss the change of name of the Company.
The board will decide on a few selected names and then authorize the secretary of the Company to request the name from the Registrar.
During the meeting the secretary should be instructed to call for a general meeting of the shareholders to pass a special resolution changing the name of the Company.
Request the Name from the Registrar
Always investigate the name you are contemplating to request. Such investigation should be performed on the publicly available information at the Registrar. Typical methods include:
- Search for the name with the option “with all these words”
- Search the exact name with the option “with any of these words”
Requesting the name
The Registrar uses an application to communicate the desired name of the company. This is the same application used since 2007 and requires the following particulars:
- Name of the Applicant
- Address of the Applicant
- Telephone of the Applicant
- The proposed Name
- The nature of business
- The name of the director
The application for approval of name may be submitted either in person or via the online system. Usually the approval time is 5-7 days depending on the Registrar’s workload. When the approval is granted it is valid for 6 months and in case an extension is required then it may be renewed for an additional 6 months.
The Registrar’s power to decided on the suitability of a company name was the subject of the following Court of Appeals cases:
- Cyprus Supply Company και Άλλοι ν. Δημοκρατίας (Έφορος Εταιρειών και Επίσημος Παραλήπτης), (1993) 4 Α.Α.Δ. 3071
- Epsilon Electr. Ltd. ν. Υπ. Εμπ. & Βιομ. κ.ά., (1992) 4 Α.Α.Δ. 723
- Polytrade ν. Δημοκρατίας κ.ά., (1989) 3 Α.Α.Δ. 92
All above cases conclude that the courts are not in position to assess the judgement of the Registrar but rather that such judgement was exercised in accordance with Section 18 of the Law.
Board Resolution recommending the change of name
Once the name is approved and the board may have definitive names in front of them, they will select the final name to be used, call the general meeting of the shareholders and recommend that the name is changed.
Special Resolution of the shareholder
Section 19 of the Companies law, Chapter 113 allows a Cyprus Company to change its name with the approval of the council of ministers. This authority has been delegated to the registrar of Companies who enjoys supreme authority over the matter.
The special resolution must be passed by a ¾ majority vote and must have been called as a special resolution with at least 21 days notice. The special resolution may also be passed in written form signed by all the shareholders. A true copy certified by the secretary will be required to be submitted to the Registrar and such true copy is signed by the secretary.
Legal Effect of Change of Name in Cyprus Company
The true copy of the special resolution changing the name of the company along with a request of all the corporate certificates is submitted to the Registrar of Companies. Within 5-10 working days the registrar should issue a new certificate of incorporation with the new name of the Company. The date that the name change is legally effective as of the date of the certificate of incorporation.
A change of name by a company under this section shall not affect any rights or obligations of the company or render defective any legal proceedings by or against the company, and any legal proceedings that might have been continued or commenced against it by its former name may be continued or commenced against it by its new name.Section 19.4, Companies Law, Chapter 113
Post Name Change
Once the name of the Company has legally changed it is important to notify all parties involved with the Company, the following list is not exhaustive and should be adjusted in accordance with the particulars of your company:
- Municipality Authority
- Department of Taxation (Tax, VAT, Social Insurance)
- Company’s Auditors and Lawyers
In parallel with the process above the company will need to ensure that the company proceeds with the following actions:
- Approves the new company seal
- Issue new share certificates to the shareholders
- Adopt a new logo (if necessary)
- Register the new logo as a trademark
- Change the corporate register of the Company
- Change the corporate signage of the Company
Foss v Harbottle Rule in Cyprus
Learn about the rule in Foss v Harbottle and its exceptions in Cyprus, including the ultra vires rule and the fraud on the minority rule.