1. The Cyprus Companies Law (Cap. 113) (the “Law”) does not, explicitly, provide for the procedure required for the resignation and the appointment of directors in a Cyprus Company; such changes in the officers of a Company are, on most occasions, governed by the Articles of Association of the respective Company.

Resignation of a Director

  1. Generally, the procedure followed for the resignation of a director in a Company is as follows:
    1. The resigning director executes and delivers to the Company a dated resignation letter.
    2. Pursuant to Section 192 of the Law, the resignation must be reflected in the Corporate Register of the Company, by amending the Register of Directors so as to indicate that the resigning Director is no longer acting as a Director of the Company and specifying the date of the resignation therein.
    3. Pursuant to Section 192 the Company must file at the Registrar of Companies, within 14 days from the date of the resignation, an HE4 form setting out the changes in the officers of the Company (i.e. setting out the particulars of the resigning director, indicating that he has resigned and specifying the date of his resignation).
    4. The abovementioned form must be accompanied by a Secretary’s Confirmation confirming that the changes set out in the HE4 form are reflected in the Corporate Register of the Company.

Appointment of a new Director

  1. Generally, the procedure followed for the appointment of a new director in a Cyprus Company is as follows:
    1. The General Meeting of the Company passes an ordinary resolution appointing the new Director, this is usually done in the Annual General Meeting.
    2. It is common for the Articles of Association to afford to the directors themselves some powers to appoint other directors to fill in a casual vacancy or as an addition to the existing directors (Table A of the Law, Section 95). Such appointment is usually effective only until the next Annual General Meeting, where such newly appointed director may be re-elected by the General Meeting following the procedure stated in 4(a).
    3. Pursuant to Section 192 of the Law, the particulars of the new director must be entered in the Register of Directors of the Company, indicating the date of his appointment.
    4. Pursuant to Section 192 of the Law, the Company must file at the Registrar of Companies, within 14 days from the date of the appointment of the new Director, an HE4 form setting out the changes in the officers of the Company (i.e. setting out the particulars of the new director and specifying the date of his appointment).
    5. The abovementioned form must be accompanied by a Secretary’s Confirmation confirming that the changes indicated in the HE4 form have been correctly reflected in the Corporate Register of the Company.
  1. Section 192(4)(a) of the Law provides that upon the receipt of the HE4 and the Secretary’s Confirmation ‘the Registrar of Companies registers the particulars and/or the notification, as applicable, and determines the date of the change’. Having this provision in mind the effective date of a resignation and/or appointment is arguably the date specified in the documents filed at the Registrar of Companies unless otherwise determined by the Registrar of Companies.

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