Members’ Voluntary Liquidation – Cyprus Companies

  • Briefing

Documents required

  1. Statutory documents of the Company (Registrar documents)
  2. Group Structure leading to the beneficial owner
  3. Passport of the beneficial owner
  4. Utility bill of the beneficial owner
  5. Latest audited financial statements
  6. Recent trial balance
  7. Indemnity letters from the beneficial owner to the liquidator and to the directors of the Company

Step-by-step procedure

  1. Notification of intention: Shareholders notify the company of their intention to proceed with the voluntary liquidation. Shareholders send a letter to the registered office of the Company, addressed to the Directors declaring their intention to proceed with the members’ voluntary liquidation.
  2. Convening an EGM: The Directors convene an Extraordinary General Meeting within 21 days of receiving the above notice.
  3. Holding of an EGM: The shareholders hold an EGM whereby they vote (personally or through the proxies) on i) Winding up of the company (Special Resolution), ii) Appointment of liquidator (Ordinary Resolution), iii) Authorisation to the liquidator to distribute the assets among the shareholders (Extraordinary Resolution).
  4. Publication: The Registrar will proceed and publish this EGM in the Government Gazette.
  5. Appointment of the Liquidator: Within 14 days of the Liquidators’ appointment (date of the EGM), the Liquidator must provide the following documents to the Registrar: i) Notification of appointment to be published in the Government Gazette (HE43), ii) Notification of appointment to be kept by the Registrar (HE41). At the same date the Registar will provide a receipt noting that the documents for the liquidation were delivered. The Registrar will proceed with the publication on the official gazette. This normally takes 3 weeks from the date of submission. Then the auditors of the company will produce these documents to the tax authorities and ask for obtaining the tax clearance. The auditors forward to the liquidator the tax clearance certificate. The bank accounts must be closed prior to the finalisation of the liquidation.
  6. Distribution of assets: Preparation of the statement of distribution of assets. When the liquidation finishes and the liquidator distributes all the assets to the shareholders, the liquidator prepares a statement showing such distribution (if applicable).
  7. Notice to the Final EGM: The liquidator calls for a final general meeting to present such account prepared and provide explanations in relation to this. The notice of such meeting has to be published in the Government Gazette at least 1 month prior to such meeting.
  8. Final EGM: The shareholders hold the Final EGM at the date set and whereby the liquidator presents the final accounts and the shareholders approve such accounts
  9. Delivery to the Registrar of the final documents: Within 1 week after the final General Meeting the Liquidator has to deliver to the Registrar of Companies a copy of the accounts prepared along with a return for the holding of the meeting and the date of such meeting
  10. Dissolution: The Registrar of companies registers the accounts and the returns received by the Liquidator and after the passing of 3 months from such date, the company is deemed to have been dissolved.
  11. Certificate of Dissolution: After the expiration of the three months, an application can be made to the Registrar of Companies to issue the certificate of dissolution of the company.