In yesterday’s announcement the Department of the Registrar of Companies and Official Receiver informed the public that as of the 2nd of October 2019 the practice currently followed for the electronic filing of forms HE4, HE57 and HE2 will change.
Until now any person who had access to the electronic filing system of a company could proceed and submit the forms without any additional confirmations. As of the 2nd of October 2019, the secretary of a company must also prepare, upload and submit a confirmation letter along with every HE2, HE4 and HE57.
Electronic Filing and The Confirmation Letter
The confirmation letter, in essence, is a statement by the secretary declaring that any changes performed are in line with the corporate register as kept at the registered office of the company.
If the company secretary has resigned then the confirmation letter must be signed by the resigning and newly appointed secretary.
Important practical tip: the entire name of the secretary must be specified in the confirmation letters
If the resigning secretary cannot be identified and/or does not sign the confirmation letter then the Registrar of Companies reserves the right to ask for any information/documents justifying the changes.
The secretary’s confirmation letter must be scanned and included in the field named “Additional Document”
Lastly due to the adoption of this new practice the previous instructions dated 12/02/2014 are withdrawn.
What are Forms HE2, HE4 and HE57
Form HE2, for the purpose of the Cyprus Registrar of Companies, is a form informing the registrar of the company’s registered office. The same form is used in order to notify the Registrar in case the company decides to change its registered office at any given time.
Form HE4, is a form informing the Registrar of a change in the particulars of a director or the resignation or appointment of a director.
Form HE57 relates to the change of particulars of a shareholder as well as the transfer of any shares to one or more shareholders.
Why has the process changed?
The announcement does not specify the reason behind the change however in my view it is to introduce an additional level of control and accountability from whoever is submitting the forms.
On numerous accounts, the courts of Cyprus have had to examine the fraudulent change of control in Cyprus companies.
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UBO Register ECJ Decision
UBO Register has been ruled as invalid by the ECJ since it is against Article 7 & 8 of the EU Charter of Fundamental Rights.