AGPLAW | A.G. Paphitis & Co. LLC

The Norwegian maritime sector occupies a distinctive position in the global shipping industry. Unlike the large-scale shipbuilding jurisdictions of East Asia, Norway is not primarily associated with mass production of bulk carriers or container vessels. Instead, the country has developed a reputation for building technically sophisticated vessels designed for complex operational environments, particularly those connected with offshore energy, subsea operations, research activities and environmentally advanced propulsion systems. It is not uncommon for our clients to be finding themselves in need to understand the regulatory framework of the Norwegian International Ship Register (NIS) as part of the delivery mechanics of Norwegian-built vessels. In certain cases, vessels constructed in Norway are required to be registered under NIS prior to their transfer to another flag state. This is not merely a procedural step; it is a structured legal process involving corporate documentation, regulatory compliance and coordination between multiple jurisdictions.   For shipowners, managers and intermediaries involved in such transactions, the appointment of a local process agent and the careful management of the NIS registration and deletion process are critical. AGPLAW, working alongside experienced Norwegian maritime partners, provides legal and procedural support in these matters, ensuring that registration transitions occur seamlessly and in accordance with regulatory requirements.   Norway’s position in the global shipbuilding landscape   To understand the role of NIS registration in vessel delivery structures, it is important first to appreciate why shipowners continue to commission vessels in Norway despite the higher costs associated with construction in Northern Europe.   Norway has developed one of the world’s most advanced maritime clusters. Shipyards operate within a highly integrated ecosystem that includes naval architects, equipment manufacturers, offshore engineering specialists and classification societies. Regulatory oversight is exercised by the Norwegian Maritime Authority, while classification services are frequently provided by DNV, one of the most respected classification bodies globally.   Within this ecosystem, Norwegian shipyards have specialised in the construction of high-specification vessels, particularly those required to operate in demanding environments such as the North Sea and Arctic regions. The vessels most commonly built in Norway therefore differ significantly from the conventional merchant fleet. They include offshore support vessels, platform supply vessels, anchor handling vessels, subsea construction ships, offshore wind service vessels, research vessels and specialised fishing vessels. Increasingly, Norwegian yards are also involved in the development of vessels powered by LNG, hybrid propulsion systems or other low-emission technologies.   The commercial rationale for building such vessels in Norway is closely linked to operational reliability, environmental compliance and technological sophistication. Shipowners operating in the offshore energy sector or in environmentally sensitive areas often require vessels that meet stringent regulatory standards and incorporate advanced dynamic positioning systems, safety technologies and propulsion innovations. Norwegian yards have positioned themselves at the forefront of these developments.   However, the regulatory and contractual structures surrounding Norwegian shipbuilding can have implications for vessel registration. In certain circumstances, the vessel must first be registered under the Norwegian flag before it can be transferred to another registry.   The role of the Norwegian International Ship Register   The Norwegian International Ship Register was established to maintain Norway’s competitiveness as a maritime jurisdiction while allowing shipowners to operate internationally under a Norwegian regulatory framework. NIS provides an internationally recognised registry with strong regulatory credibility, while permitting vessels to trade globally.   In practice, vessels constructed in Norway may be required to undergo full registration under NIS as part of the delivery process, particularly where the construction documentation, regulatory approvals or financing structures are tied to Norwegian authorities. In some cases, export credit arrangements or shipyard financing mechanisms may also assume an initial Norwegian registration before the vessel is transferred to its intended operational flag.   Where the ultimate intention is for the vessel to operate under another registry, for example Cypriot, Maltese or another international flag, the vessel must first be registered under NIS and subsequently deleted before the new registration can take effect. This sequence of events requires careful coordination between the owner, the shipyard, the Norwegian authorities and the incoming registry.   Any delay or misalignment between these stages can create operational or financial risks. Vessel financing arrangements, charter commitments, insurance cover and classification documentation often depend upon uninterrupted registry status. For this reason, the timing of NIS registration and deletion must be managed with precision.   The requirement for a Norwegian Process Agent   An important aspect of this process arises where the vessel is owned by a foreign shipowning company. Under Norwegian practice, such companies must appoint a local process agent when registering a vessel in NIS.   The process agent acts as a formal point of contact between the shipowner and the Norwegian authorities. This role includes receiving official correspondence, notices and fee invoices issued by the Norwegian Maritime Authority. The process agent may also be authorised to sign certain registration or deletion documents on behalf of the owner pursuant to a power of attorney.   The appointment of a process agent ensures that the Norwegian authorities have a reliable domestic representative through whom formal communications can be conducted. For foreign owners, it provides a practical mechanism for dealing with regulatory matters without the need to establish a physical presence in Norway.   From a legal and operational perspective, the process agent must be familiar with the requirements of the NIS registry, the documentation standards expected by Norwegian authorities and the timing considerations surrounding vessel delivery and registration. Any errors in documentation or delays in filing can have direct consequences for the delivery schedule of the vessel.     Documentation and timing considerations   The NIS registration process involves the preparation and submission of a comprehensive documentation package. This includes corporate documentation relating to the shipowning entity, confirmation of management arrangements and various technical documents issued by the shipyard and classification society.   Where the shipowner is incorporated outside Norway, corporate documents must generally be notarised and apostilled before submission. In some cases, translations may also be required depending on the jurisdiction in which the documents originate.   The Norwegian Maritime Authority typically recommends that the documentation package be prepared well in advance of the vessel’s delivery date. Draft versions of certain documents may be submitted for preliminary review before finalisation and notarisation. This approach reduces the risk of last-minute corrections that could delay registration.   In addition, where the vessel is intended to be managed by a Norwegian shipping company, the relevant management agreement must be presented to the authorities. This document establishes the operational connection between the vessel owner and the Norwegian maritime framework.   Once the documentation is in order, the registration of the vessel can take place upon delivery from the shipyard. Shortly thereafter, the process of deletion from NIS can begin in preparation for re-registration under the destination flag.   Coordinating deletion and reflagging   Perhaps the most commercially sensitive stage of the process is the transition from NIS registration to the new flag state. The deletion from NIS must be coordinated with the incoming registry to ensure that the vessel does not experience any gap in registration.   Such a gap could have implications for insurance cover, financing agreements and operational certification. For vessels entering commercial service immediately after delivery, even a short period without valid registration can create practical and contractual complications.   For this reason, the deletion application is typically prepared in advance and submitted at the appropriate stage once confirmation is received from the new registry that registration can proceed. This stage of the transaction often requires close communication between multiple parties, including the shipowner, the financing institutions, the shipyard, the classification society and the authorities of both the outgoing and incoming registries.   How AGPLAW supports shipowners   AGPLAW assists shipowners and maritime professionals throughout the lifecycle of the NIS registration and deletion process. Our role is not limited to document preparation; rather, we coordinate the broader legal and procedural framework necessary to ensure a smooth transition. Working together with established Norwegian maritime partners, we assist with the preparation of the NIS documentation package, the appointment of the process agent and the management of communications with the Norwegian Maritime Authority. We also advise shipowners on the sequencing of registration and deletion procedures and coordinate the timing of the transition to the new registry.   Our involvement typically begins well before the vessel’s delivery date. Early preparation of corporate documentation, notarisation requirements and management agreements helps ensure that the final registration stage can proceed efficiently.   Once the vessel is delivered, we assist in managing the formal registration process and ensuring that all necessary filings are completed in accordance with Norwegian requirements. We then coordinate the deletion procedure and support the transition to the vessel’s new flag.   Conclusion   The construction of high-specification vessels in Norway reflects the country’s position as a global leader in maritime technology and offshore engineering. However, the regulatory framework surrounding Norwegian shipbuilding can introduce complex registration requirements, particularly where vessels are intended to operate under a different flag following delivery.   NIS registration and the appointment of a local process agent are therefore often integral components of the delivery process. When properly managed, these procedures allow shipowners to transition smoothly from Norwegian construction to international operations.   AGPLAW works alongside trusted Norwegian maritime partners to guide shipowners through this process, combining legal expertise with practical understanding of vessel registration mechanics.   For shipowners involved in Norwegian newbuilding deliveries and structured reflagging transactions, careful legal coordination is essential. With appropriate preparation and experienced support, NIS registration can be handled efficiently, allowing vessels to enter service without delay or regulatory uncertainty.  

We are proud to announce that Kallistheni Kitsis has joined our firm as Partner | Transactions, Private Client & Advisory.  Kallistheni brings with her over 25 years of international legal and academic experience across Cyprus, UK, United States, Saudi Arabia, and the wider GCC region. Kallistheni has strong expertise in Aviation, Corporate & Commercial Law, Banking, Project Finance, Trusts, Taxation, Real Estate, and Maritime matters. Throughout her career, she has advised multinational corporations, financial institutions, and private clients on complex cross-border transactions, regulatory compliance, AML/KYC frameworks, corporate structuring, and international contracts.   Her distinguished international background includes practicing in Washington, DC with leading global law firms White & Case LLP and Shearman & Sterling LLP, where she worked on international trade and arbitration matters. She also represented Cyprus at the United Nations in New York, contributing to high-level discussions and resolutions on international human rights issues.   Alongside her legal practice, Kallistheni has built a strong academic profile as a Law Lecturer and legal trainer, teaching LLB and LLM programs in International Law, Human Rights Law, Corporate & Commercial Law to name a few in international Universities in Cyprus, UK and the government institutions and organizations in GCC.   She holds an LLB from the University of Wolverhampton, an LLM in International and Comparative Law from The George Washington University, and a Diploma in International Human Rights Law from the University of Oxford. She is a member of the Cyprus Bar Association and the International Bar Association.   Her appointment further strengthens our firm’s international outlook and cross-border capabilities. Kallistheni will support our clients in navigating complex multi-jurisdictional matters, strengthening internal governance frameworks, and ensuring alignment with evolving EU, UK, US, and GCC regulatory standards.   We are confident that her expertise, leadership, and global perspective will add significant strategic value to both our clients and our team.

From 1 January 2026, important amendments to the International Convention for the Safety of Life at Sea (SOLAS) will introduce mandatory reporting obligations for the loss of freight containers at sea. These changes, adopted by the IMO Maritime Safety Committee through Resolution MSC.550(108), amend SOLAS Chapter V (Safety of Navigation) and aim to address a growing safety and environmental concern: the increasing number of containers lost overboard from containerships and other cargo vessels.   The new provisions establish, for the first time under SOLAS, a clear international obligation for masters and operators to report container losses without delay, enabling maritime authorities and nearby vessels to take appropriate navigational safety measures.   The Growing Problem of Container Loss at Sea   Container shipping has expanded dramatically over the past decades, with modern ultra-large container vessels now carrying more than 20,000 TEU per voyage.   Although container losses represent a small percentage of total cargo transported, incidents involving large-scale container loss have raised serious concerns across the maritime industry. Severe weather events, cargo securing failures, parametric rolling, and vessel stability issues have occasionally resulted in hundreds, or even thousands, of containers being lost in a single incident.   Lost containers present several risks:   Navigation hazards for passing vessels Environmental pollution, particularly when hazardous cargo is involved Financial loss and liability exposure for shipowners and cargo interests Search and recovery costs borne by coastal authorities   Until now, however, reporting practices were not fully harmonised internationally, and container losses were often reported inconsistently.   The IMO amendments seek to address this gap.   The New SOLAS Reporting Requirement   The amendments introduce a new requirement under SOLAS Chapter V Regulation 31, which deals with the reporting of dangers to navigation.   Under the new rule, the master of a ship involved in the loss of freight containers must report the incident without delay to nearby ships and to the nearest coastal State through the appropriate maritime communication channels.   The report must include information necessary to assist maritime authorities in identifying potential navigational hazards and responding to the incident. In practical terms, the obligation applies whenever containers are lost overboard and the incident could pose a danger to navigation.   The reporting requirement applies broadly to all ships covered by SOLAS carrying freight containers, not only containerships.   Additional Reporting for Large Container Loss Incidents   The amendments also introduce enhanced reporting obligations where a significant number of containers are lost.   Where the number of containers lost exceeds a specified threshold, the ship must submit additional detailed information to the flag State administration and relevant authorities.   This information may include:   The exact number of containers lost The location and time of the incident Whether the containers contain dangerous goods Any measures taken to mitigate risks to navigation or the environment   The purpose of these enhanced reporting obligations is to enable authorities to better coordinate navigation warnings, recovery efforts, and environmental protection measures.   Improving Maritime Safety and Environmental Protection   The IMO’s decision to introduce these amendments reflects a broader effort to improve transparency and safety in container shipping operations.  Containers lost at sea can remain partially submerged and difficult to detect, posing a serious hazard to vessels navigating busy shipping routes.  Smaller vessels, in particular, may face significant risk if they collide with floating containers.   Moreover, containers carrying hazardous or polluting cargo may create environmental risks, particularly when losses occur near coastal waters or environmentally sensitive areas.   By requiring prompt reporting, the new SOLAS provisions enable timely navigational warnings to other vessels, improved monitoring by coastal authorities and better coordination of search and recovery operations.   Operational Implications for Shipowners and Operators   Although the reporting requirement itself may appear straightforward, the amendments will have several operational implications for shipowners, managers and operators. Shipping companies may need to review and update:   Safety Management System (SMS) procedures Operational procedures under the ISM Code should include clear guidance on container loss reporting obligations.   Bridge team training Masters and officers must be aware of the circumstances triggering mandatory reporting and the communication channels to be used.   Cargo securing practices and monitoring While not directly addressed by the amendment, improved cargo securing and monitoring procedures will remain essential to minimise the risk of container loss incidents.   In addition, operators may need to coordinate with classification societies and flag administrations regarding reporting formats and procedural guidance.   The introduction of mandatory container loss reporting represents an important step toward greater transparency and accountability within the global container shipping industry.  By establishing a clear obligation to report such incidents, the IMO ensures that container losses are no longer treated as isolated operational issues but as matters affecting navigational safety and environmental protection.   Given the continued growth of container shipping and the increasing size of vessels, regulatory measures of this kind are likely to play an increasingly important role in the global maritime safety framework.  Shipowners and operators should therefore ensure that their operational procedures and compliance systems are updated ahead of the 1 January 2026 entry into force date.   How AGPLAW Can Assist   The new container loss reporting obligations form part of a broader set of SOLAS amendments entering into force on 1 January 2026, which introduce several important regulatory changes affecting shipowners and operators. These developments highlight the increasing regulatory focus on navigation safety, operational transparency and risk management in modern shipping.   Shipowners and managers should therefore review their operational procedures, reporting protocols and compliance frameworks in advance of the new rules coming into force.   At AGPLAW, our maritime team regularly advises shipowners, managers and maritime professionals on SOLAS compliance, flag State requirements and international regulatory developments. For a broader overview of the regulatory changes entering into force in 2026, readers may also wish to consult our analysis: “SOLAS Amendments Effective 1 January 2026, what Shipowners, Operators and Managers Must Prepare for Now.”  

In June 2024 the European Parliament and European Council have adopted the Regulation (EU) 2024/1689, which will come in force in August 2nd, 2026. Introduction In light of the rapid technological developments and the increased dependence on tools such as artificial intelligence, there was also a constant need to lay down certain rules which will, theoretically, guarantee safety and transparency on one hand and impose compliance measures on the other. The said legal framework ensures that the AI is safe, ethical, non-discriminatory and innovative. Classification of Risks The Act classifies AI according to the risk: Unacceptable Risk (Prohibited): Systems causing harm, such as manipulative AI of behaviour or indiscriminate biometric scraping High Risk (Regulated): strict assessments and transparency (i.e. healthcare, education, law enforcement) Limited Risk (Lighter Transparency): Requirements for transparency, such as obligation from developers and deployers to disclose that content is AI-generated and end-user interacts with AI. Minimal Risk (Unregulated): covering most AI applications, allowing free use. What is prohibited under the Act: The following types of AI system are banned: deploying subliminal, manipulative, or deceptive techniques to distort behaviour and impair informed decision-making, causing significant harm. exploiting vulnerabilities related to age, disability, or socio-economic circumstances to distort behaviour, causing significant harm. biometric categorisation systems inferring sensitive attributes, except labelling or filtering of lawfully acquired biometric datasets or when law enforcement categorises biometric data. social scoring, i.e., evaluating or classifying individuals or groups based on social behaviour or personal traits. assessing the risk of an individual committing criminal offenses solely based on profiling or personality traits. compiling facial recognition databases by untargeted scraping of facial images from the internet or CCTV footage. inferring emotions in workplaces or educational institutions, except for medical or safety reasons. real-time remote biometric identification (RBI) in publicly accessible spaces for law enforcement, except when: a) searching for missing persons, abduction victims, and people who have been human trafficked or sexually exploited; b) preventing substantial and imminent threat to life, or foreseeable terrorist attack; c) identifying suspects in serious crimes. What is considered as ‘High risk’ under the AI Act: The following AI systems are classified as high risk (divided in two categories): AI systems that are used in products governed under the European Product Safety laws (i.e. toys, aviation, cars, medical devices etc) AI systems falling into specific areas that will have to be registered in an EU database: Management and operation of critical infrastructure Law enforcement Assistance in interpretation and application of the law Migration, asylum and border control management Employment, worker management and access to self-employment Access to essential private services and public services and benefits Education training It is noted that the high-risk AI providers should implement a risk management system and conduct effective data governance in order to ensure that their databases are relevant and minimize errors. In addition, the providers should have in place technical documentation and be able to timely demonstrate compliance with the regulatory framework. Any high-risk AI systems should be assessed prior released, whereas assessment should also be taking place throughout their lifecycle. Lastly, when it comes to the most popular AI database, ChatGPT, it was noted that ChatGPT, and similar generative AI systems will not be classified as high-risk, however, will have to comply with transparency requirements and EU copyright law. In particular they should: Disclose that the content was AI generated Ensure that the system will not generate illegal content Publish summaries of copyrighted data used for training   For all enquiries related to the implementation of the EU Artificial Intelligence Act, please contact our team of experts at [email protected]  The information provided by AGPLAW | A.G. Paphitis & Co. LLC is for general informational purposes only and should not be construed as professional or formal legal advice. While every effort has been made to ensure the accuracy and reliability of the information contained herein, the author, publisher, or any related parties make no representations or warranties of any kind, express or implied, about the completeness, accuracy, reliability, suitability, or availability of the information. In no event will the author, publisher, or any related parties be liable for any loss or damage, including without limitation, indirect or consequential loss or damage, or any loss or damage whatsoever arising from loss of data or profits arising out of, or in connection with, the use of this document/article. You should not act or refrain from acting based on any information provided above without obtaining legal or other professional advice.  

We are thrilled to announce that Mihaela Neagu has rejoined AGPLAW as Partner in the Financial Services Regulatory & Advisory practice. Mihaela returns to the firm bringing over 12 years of experience in legal, regulatory, and compliance roles within the financial services, fintech, and digital assets sectors. Having previously been part of the AGPLAW team, her return will support further the firm’s leadership in financial services regulation and advisory.   Throughout her career, Mihaela has developed strong expertise in financial services regulation, AML and compliance frameworks, corporate governance, and cross-border licensing matters. She has advised investment firms, financial institutions, and fintech companies on regulatory strategy, risk management, and compliance with European regulatory frameworks, including MiFID II and CySEC requirements   Mihaela has extensive experience supporting senior management and boards on regulatory matters, developing and implementing compliance programs, and assisting organisations in navigating evolving regulatory environments across multiple jurisdictions. Her work also includes regulatory risk assessments, crypto-related compliance matters, and the development of internal governance and monitoring frameworks.   She holds an LLB from the University of Essex and an MSc in Financial Services from the Cyprus International Institute of Management (CIIM). Mihaela is a member of the Cyprus Bar Association and holds the CySEC Advanced Certificate, CySEC AML Certification, and the Certified Anti-Money Laundering Specialist (CAMS) designation.   In her role at AGPLAW, Mihaela will join the leadership of the firm’s Financial Services Regulatory & Advisory practice, further strengthening the firm’s ability to support clients in navigating complex regulatory frameworks and evolving compliance requirements.

AGPLAW is pleased to announce its new cooperation, as Registration Specialist, with the San Marino Ship Register, further strengthening the firm’s international shipping and yachting practice. Through this cooperation, AGPLAW is now an Official Designated Inspections Representative (DIR) for the San Marino flag, and it has been officially authorised to promote and facilitate the registration of vessels under the San Marino flag, including:   Commercial Yachts Private Yachts Merchant Vessels Cruise Vessels Cargo Vessels up to 500 GT Why the San Marino Flag   The San Marino Ship Register offers a number of advantages that make it an attractive option for owners and operators, including:   Efficient and streamlined registration procedures, allowing for quick flagging and documentation Competitive registration and annual fees, suitable for both commercial and private vessels International recognition and compliance with applicable maritime conventions Flexibility in ownership and structuring, accommodating a wide range of ownership models A registry designed to serve modern yachting and commercial shipping needs, with responsive administrative support   Comprehensive Shipping Support   This development forms part of AGPLAW’ s broader strategy to offer flexible, efficient, and internationally recognised ship registration solutions to shipowners, yacht owners, managers, and brokers operating across multiple jurisdictions.   Our shipping team provides end-to-end support, covering vessel registration, flag selection, structuring and ownership advice, compliance, documentation, and ongoing registry liaison. The addition of the San Marino flag enhances our ability to tailor solutions to the specific operational, commercial, and regulatory needs of each client.   AGPLAW continues to expand its global shipping network, reinforcing its position as a trusted legal and advisory partner in maritime and yachting matters.   ⇒ For further information or enquiries regarding San Marino ship registration or our wider shipping services, please contact at [email protected] or file your request on through our ONLINE FORM by clicking here.   The information provided by AGPLAW | A.G. Paphitis & Co. LLC is for general informational purposes only and should not be construed as professional or formal legal advice. While every effort has been made to ensure the accuracy and reliability of the information contained herein, no representation or warranty is given. In no event will the author or any related parties be liable for any loss arising from reliance on this article.

As of 1 January 2026, Cyprus has implemented one of the most extensive tax reforms of recent decades. The reform was enacted through a package of amending laws published in the Official Gazette of the Republic of Cyprus and accompanied by official explanatory material circulated to professional bodies. The reform is not limited to changes in tax rates. Instead, it introduces structural adjustments affecting corporate taxation, dividend distribution, stamp duty, personal income taxation, enforcement mechanisms, and procedural obligations. Its impact extends, inter alia, across companies, shareholders, trusts, directors, employees and private clients, and it requires careful legal and tax reassessment of existing structures.   Through this article we aim to provide a consolidated legal analysis of the main changes and the tax regime now in force, focusing on what applies from 1 January 2026, how the new framework operates, and the practical implications for businesses and private clients.   Corporate Income Tax: Increase to 15%   1.1 The new rate   From 1 January 2026, the corporate income tax rate in Cyprus has increased from 12.5% to 15%. This change applies to all Cyprus tax-resident companies and permanent establishments, subject to the existing rules of the Income Tax Law.   The increase reflects Cyprus’ policy choice to align its tax system with evolving international standards, including the direction set by the OECD Pillar II minimum taxation framework.   1.2 Why the increase in corporate income tax does not materially change the position for most structures   At first glance, the increase of the corporate income tax rate from 12.5% to 15% may appear significant. In practice, however, for the vast majority of international, holding and investment structures, the impact is limited and, in most cases, neutral.   This is because the reform does not alter the core pillars of Cyprus corporate taxation that have historically driven its attractiveness.   Holding companies receiving dividends remain unaffected   Cyprus continues to apply a full participation exemption for dividend income received by Cyprus tax-resident companies, subject to the well-established conditions of the Income Tax Law.   Accordingly:   Dividends received by a Cyprus holding company remain exempt from corporate income tax, regardless of the increase in the headline rate. The 15% corporate tax rate does not apply to qualifying dividend income. This applies equally to dividends received from: Cyprus subsidiaries, and foreign subsidiaries.   As a result, pure holding companies, investment holding vehicles, and group parent entities do not suffer any increase in effective taxation merely because of the higher corporate tax rate.   The increase primarily affects operating profits, not investment income   The corporate tax increase is relevant mainly where a Cyprus company earns:   trading profits, service income, financing margins, or other taxable operating income.   Even in those cases, the increase must be viewed in context, because the reform simultaneously introduced measures that reduce or eliminate tax leakage elsewhere, including:   the abolition of deemed dividend distribution, and the reduction of dividend taxation at shareholder level (where applicable).   For many groups, the combined effect is that (a) profits may be taxed slightly higher at company level, (b) but less tax is triggered later when profits are retained or distributed.   Why the overall effective tax burden often remains unchanged   Under the pre-2026 regime, Cyprus companies frequently faced corporate tax at 12.5%, and an additional Special Defence Contributions (SDC) exposure through deemed dividend rules or actual distributions (for Cyprus-domiciled shareholders).   From 2026: corporate tax is 15%, but deemed dividend taxation has been abolished, and SDC on actual dividends has been significantly reduced (where applicable).   When viewed over the full lifecycle of profits (generation, retention and distribution) the overall tax burden is often comparable or lower than under the old system.   Structural neutrality for international groups   For international groups using Cyprus as:   a holding jurisdiction, a regional headquarters, or a group coordination centre,   the reform confirms that Cyprus is not shifting away from its traditional model.  Instead, the system is moving toward slightly higher taxation at the point of profit generation, and significantly lower friction and uncertainty thereafter.   In this sense, the increase in corporate tax should be seen as a rebalancing, not a fundamental change in policy.   Key takeaway:  The increase of the corporate income tax rate to 15% does not undermine Cyprus as a holding or investment jurisdiction.  Dividend-receiving holding companies remain effectively unaffected, while the abolition of deemed dividends and stamp duty often offsets the headline rate increase for operating groups.   1.3 Additional Measures that Offset the Corporate Tax Increase   Beyond the headline changes to corporate income tax and dividend taxation, the 2026 tax reform introduces a number of targeted measures which further demonstrate that the increase of the corporate tax rate to 15% is not intended to increase the overall tax burden, but rather to rebalance the system while maintaining competitiveness.   Special tax regime for crypto-asset disposals   As of 1 January 2026, a special method of taxation is introduced for profits arising from the disposal of crypto-assets, applying a flat tax rate of 8%.  Importantly:   Losses from the disposal of crypto-assets may be offset against profits from such disposals within the same tax year. The regime provides certainty and simplicity in an area that was previously characterised by ambiguity and inconsistent treatment.   From a broader perspective, this measure signals Cyprus’ intention to attract and retain fintech, digital asset and technology-driven businesses, while ensuring that such activity is taxed at a moderate and internationally competitive rate. It further offsets the perception that the corporate tax increase represents a tightening of the tax environment.   Extension of the loss carry-forward period   The reform extends the loss carry-forward period from five (5) years to seven (7) years.  This change is particularly relevant for:   start-ups, scale-ups, capital-intensive businesses, groups undergoing restructuring or investment phases.   By allowing losses to be utilised over a longer horizon, the reform improves cash-flow planning and effective tax outcomes, especially during the early stages of business activity. In practical terms, this extension mitigates the impact of the higher corporate tax rate by ensuring that losses are not prematurely forfeited.   Extension of the 120% super-deduction for research and development   The 120% super-deduction for qualifying research and development expenditure on intangible assets has been extended until 2030.  This measure:   continues to support innovation-driven businesses, enhances Cyprus’ position as a jurisdiction for IP development and exploitation, and materially reduces the effective taxable base for companies investing in R&D.   For companies benefiting from this incentive, the effective tax burden can be significantly lower than the headline corporate tax rate, reinforcing the conclusion that the reform is investment-supportive rather than restrictive.   Increased deductibility of entertainment expenses   The maximum limit of entertainment expenses deductible from taxable income has been increased from €17,086 to €30,000.   While this may appear modest in isolation, it reflects a broader policy choice to:   recognise genuine business development costs, support commercial activity, client-facing and networking operations and growth strategies, and reduce non-productive tax add-backs.   This adjustment contributes incrementally to maintaining a balanced effective tax position for operating companies.   Overall impact of these measures   When these additional measures are assessed together with:   the abolition of deemed dividend distribution, the reduction of dividend taxation at shareholder level, the abolition of stamp duty, and the preservation of the participation exemption regime,   it becomes clear that the increase of the corporate income tax rate to 15% is not designed to materially increase the tax burden on businesses, but rather to coexist with a broader framework that preserves Cyprus’ attractiveness for investment, innovation, and international structuring.   Dividend Taxation and the Abolition of Deemed Dividend Distribution   2.1 Reduction of tax on actual dividend distributions   Under the new framework, tax on actual dividend distributions (Special Defence Contribution where applicable) has been reduced to 5%.  This represents a substantial reduction from the previous 17% rate and materially affects dividend planning for Cyprus-domiciled shareholders.   2.2 Non-dom clarification   It is critical to clarify that non-dom individuals (Cyprus tax residents who are not Cyprus-domiciled for SDC purposes) remain fully exempt from SDC on dividends, as was the case before the reform. For such individuals, the dividend position is unchanged.   Accordingly:   The dividend rate reduction primarily benefits Cyprus-domiciled (“local”) shareholders; Non-dom shareholders continue to receive dividends free of SDC, subject to maintaining non-dom status.   2.3 Abolition of deemed dividend distribution (DDD)   One of the most significant structural changes is the abolition of the deemed dividend distribution mechanism.   Under the previous regime, Cyprus-resident companies could be subject to deemed dividend taxation if profits were not distributed within a prescribed period. This mechanism often resulted in tax leakage without any actual cash distribution.   As of 1 January 2026, the deemed dividend distribution regime is abolished for profits earned from 2026 onwards.   2.4 Transitional considerations   It is important to note that profits generated up to and including 31 December 2025 remain subject to the transitional provisions of the old regime. Accordingly, dividend planning must distinguish clearly between:   pre-2026 retained earnings; and profits generated from 2026 onwards.   Abolition of Stamp Duty   3.1 Complete abolition of stamp duty laws   One of the most practically impactful reforms is the complete abolition of the Stamp Duty Law, effective 1 January 2026.  From this date:   No stamp duty is payable on documents executed on or after 1 January 2026; This applies regardless of the governing law of the instrument, provided execution falls within the new regime.   According to the official announcement of the Tax Department dated 7/1/2026, the following are clarified:   New Documents: Any document drafted and signed after 01/01/2026 is no longer subject to stamp duty. Pending Documents: Documents signed (even by one contracting party) by 31/12/2025 are normally subject to stamp duty, as defined in the Stamp Duty Laws of 1963 to 2025, and must be stamped based on the applicable procedures.   Impact on Cyprus trusts   This change is particularly important for trust structuring and administration.  As of 1 January 2026 Trust deeds, including Cyprus International Trust deeds and other type of deeds (deeds of variation, supplemental trust deeds; deeds of appointment or removal of trustees) are no longer subject to stamp duty.   This removes a long-standing transactional friction in trust structuring and estate planning and significantly enhances Cyprus’ attractiveness as a trust jurisdiction, especially for international families and family offices.   3.3 Broader transactional impact   The abolition also affects:   Shareholders’ agreements; Financing agreements; Commercial contracts; Reorganisations and restructurings.   From a legal point of view, while stamp duty no longer applies, proper documentary and evidential discipline remains essential, particularly for enforceability and audit purposes.   Personal Income Tax - New Bands and Thresholds   4.1 Increased tax-free threshold   From 2026, the tax-free personal income threshold has increased to €22,000, replacing the previous €19,500 threshold.   4.2 New tax bands   The personal income tax bands now in force are:   Annual taxable income (€) Tax rate 0 – 22,000 0% 22,001 – 32,000 20% 32,001 – 42,000 25% 42,001 – 72,000 30% 72,001+ 35%   These changes affect payroll planning, expatriate compensation, and net remuneration calculations for Cyprus-based employees and directors.   New Personal Deductions for Families (Article 14B)   5.1 Introduction of structured family deductions   The reform introduces a new system of personal deductions linked to family status and income thresholds. Subject to overall family income caps:   €1,000 deduction for the first child; €1,250 deduction for the second child; €1,500 deduction for the third and each additional dependent child.   Higher income thresholds apply for larger families.  To be eligible for the deductions, individuals must be tax residents of Cyprus and, conditions around total household income apply.   5.2 Single-parent families   For single-parent households or cases of full custody, the deductions may be doubled, reflecting a targeted social policy element within the tax reform.   Mandatory Tax Return Filing   From 2026 onwards, all Cyprus tax residents over the age of 25 are required to submit an annual income tax return, regardless of whether tax is payable.  This marks a shift toward universal filing, aligning Cyprus with international compliance standards and increasing transparency.   Strengthened Tax Enforcement   The Tax Commissioner is now empowered, subject to procedural safeguards, to impose restrictive measures on shares where:   unpaid tax exceeds €100,000; and remains unpaid for more than 30 days after becoming due.   This mechanism is designed as a collection and security measure, not a punitive sanction, and has important implications for corporate governance; M&A transactions; and shareholder exits.   Summary Table of Key Changes   Area Before 1.1.2026 From 1.1.2026 Corporate income tax 12.5% 15% Dividend tax (SDC) 17% 5% Deemed dividend distribution Applied Abolished (post-2026 profits) Stamp duty Payable Abolished Trust deeds stamp duty Payable Abolished Personal tax-free threshold €19,500 €22,000 Mandatory tax filing Limited All residents over 25 Share blocking for tax debt Not available Introduced   Practical Questions & Answers   Q1: Does the increase of corporate income tax to 15% negatively affect Cyprus holding companies?   Short answer: No, not in any material way.   Explanation: Cyprus holding companies typically derive their income from dividends. The participation exemption regime remains unchanged, meaning that qualifying dividends received by a Cyprus tax-resident company continue to be fully exempt from corporate income tax. As a result: The increase of corporate tax to 15% does not apply to dividend income, and Pure holding companies remain effectively unaffected by the rate increase.   The reform therefore does not undermine Cyprus’ position as a holding jurisdiction.   Q2: Does the new 15% corporate tax affect international groups using Cyprus as a parent or HQ company?   Short answer: Generally no, provided the Cyprus company is not generating taxable operating profits.   Explanation: For international groups using Cyprus as:   a holding company, a regional headquarters, or a coordination vehicle,   the increase in corporate tax is largely neutral, because:   dividend income remains exempt, deemed dividend distribution has been abolished for post-2026 profits, and stamp duty has been eliminated on group documentation.   Only companies earning taxable trading or financing margins will see a direct corporate tax impact.   Q3: How does the abolition of deemed dividend distribution change dividend planning?   Short answer: It removes forced tax exposure where no dividends are distributed.   Explanation: Under the pre-2026 regime, Cyprus companies could be taxed on deemed dividends even if profits were retained. From 2026 onwards, this mechanism is abolished for profits earned after 1 January 2026.  This means:   profits can be retained without artificial shareholder taxation, dividend timing becomes a commercial decision, not a tax-driven one, long-term planning becomes significantly simpler.   Q4: Who actually benefits from the reduction of dividend tax to 5%?   Short answer: Cyprus-domiciled individuals (“locals”), not non-doms.   Explanation: Non-dom individuals were already exempt from SDC on dividends, and that position remains unchanged.  The reduction of SDC on actual dividends from 17% to 5% primarily benefits Cyprus tax residents who are also Cyprus-domiciled. For non-dom shareholders, the dividend position is unchanged: no SDC applies.   Q5: Does the abolition of stamp duty apply to Cyprus Trusts?   Short answer: Yes, fully.   Explanation: As of 1 January 2026, stamp duty has been completely abolished. This is a material improvement for trust structuring, succession planning and ongoing trust administration, removing cost and procedural friction without introducing new tax exposure.   Q6: Does the tax reform change the taxation of Cyprus International Trusts?   Short answer: No, but to the contrary.   Explanation: The reform does not alter the core tax principles applicable to trusts. The main trust-related benefit arises from the abolition of stamp duty, which simplifies documentation and restructuring. Trust income and distributions remain governed by the existing framework, subject to the residence and status of trustees and beneficiaries.   Q9: What is “share blocking” and should shareholders be concerned?   Short answer: It is a targeted enforcement tool, not a routine measure.   Explanation: The Tax Commissioner may impose restrictive measures over shares where: unpaid tax exceeds €100,000, and remains unpaid for more than 30 days.   This measure is subject to procedural safeguards, is aimed at serious and persistent non-compliance, and, as a result, it has implications for M&A, exits and corporate governance. For compliant companies, it should not be seen as a day-to-day risk.   Q10: Overall, does the 2026 tax reform make Cyprus less attractive?   Short answer: No.   Explanation: While the corporate tax rate has increased, the reform: removes legacy distortions, abolishes stamp duty, simplifies dividend planning, preserves holding and non-dom advantages, modernises enforcement.   For most international, holding, trust and family office structures, the system is now cleaner, more predictable and easier to manage.   Concluding Remarks   The Cyprus Tax Reform 2026 represents a fundamental recalibration of the country’s tax system. While the corporate tax rate increase has attracted attention, the broader picture reveals a reform focused on:   simplification, removal of legacy distortions, alignment with international norms, and enhanced enforcement discipline.   For businesses, trusts, and private clients, the reform creates both opportunities and responsibilities. Structures that were appropriate under the pre-2026 regime should now be reviewed holistically, taking into account the new rules on dividends, stamp duty, governance and compliance.   Professional advice and early reassessment are essential to ensure full compliance and optimal structuring under the new legal framework.  At AGPLAW, as a Cyprus-based law firm with extensive experience in tax law, corporate structuring, trusts and private client advisory, we are well placed to assist clients in understanding the new regime, reviewing existing arrangements and implementing compliant, efficient structures under the post-2026 tax landscape.  

AGPLAW, recently achieved a noteworthy milestone in a trademark negotiation. The firm successfully managed a complex Intellectual Property case and has secured a favourable outcome for a valued client, marking yet another testament to its expertise in EUIPO protocols and EU Law. In this particular case, AGPLAW was tasked with registering multiple trademarks, including one with significant worldwide market value and recognition. Recognizing potential challenges ahead, particularly from the opposition’s law firm, AGPLAW’s Intellectual Property team, led by its Managing Partner Mr. Angelos Paphitis and Senior Legal Counsel Mr. Michael Davies , approached the process with a thorough analysis of European Union Intellectual Property Office (EUIPO) protocols, EU Law in the area and the competitive marks themselves. As expected, the registration process encountered significant opposition from prominent international specialist attorneys, prompting rigorous back-and-forth exchanges with the EUIPO and the opposition attorneys. AGPLAW’s legal team, with its specialized lawyers in trademark law engaged in constructive negotiations aimed at addressing concerns but safeguarding its client’s interests. There was a negotiation on the refinement of the classes under which the trademark would be registered but AGPLAW successfully refused the limitation of the number of classes themselves, which protected the market value of the trademark. AGPLAW negotiated a settlement that satisfied all concerned parties involved. Despite facing certain limitations on the trademark’s application across specific classes, the client emerged victorious, with the opposition’s law firm announcing the termination of any further opposition. The trademark registered is part of a multi-million-dollar expansion of the client’s portfolio of trademarks and is central to this expansion for its global business. The successful negotiation to prevent the limitation of the number of trademark classes, was critical in maintaining the comprehensive protection and market value of the trademark. This aspect directly impacts the client’s market positioning and legal rights over the trademark. It must be noted that the opposition was not only a significant hurdle but also a proof to the contentious nature of the trademark registration process in a competitive market. Engaging proactively in constructive exchanges and negotiations with the EUIPO and opposition attorneys, is vital in safeguarding the client’s interests. By combining legal expertise with a collaborative approach, AGPLAW continues to set new standards in IP Law, earning the trust and confidence of clients across industries. For more details on this case or to learn how AGPLAW can assist in similar matters, please contact us.  

A Landmark Win for Majority Shareholders AGPLAW is proud to announce a significant legal victory for our clients, Respondents 1 and 2, in a high-profile arbitration case before the London Court of International Arbitration (LCIA). This complex shareholder dispute involved allegations of minority oppression and breaches of a Shareholders’ Agreement (SHA) under Cyprus law. AGPLAW’s Cyprus and UK legal teams, led by Managing Partner Angelos Paphitis, Partner Maria Constantinou, and UK Senior Counsel Timothy Frith, successfully represented our clients and achieved a decisive outcome that protects the rights of majority shareholders in Cyprus. The Arbitration Overview The LCIA arbitration centered on claims brought by a minority shareholder (the Claimant, being a group company of a well-known Russian Group related to a Russian oligarch) against our clients, who are majority shareholders in Cyprus Company (the Company). The Claimant alleged that our clients had conducted the affairs of the Company in an oppressive manner, in violation of their obligations under the SHA and principles of good faith. The Claimant sought remedies, including a winding-up order of the Company or an order requiring our clients to be bought out by the Claimant. Throughout the arbitration witness examinations and submission stages, our team at AGPLAW vigorously argued, amongst other arguments raised, that there is no legal precedent under Cyprus Companies Law (Cap. 113) for a minority shareholder to buy out a majority shareholder but only the other way around. This argument has ultimately formed the cornerstone of our defense strategy, and we are pleased to announce that the Arbitration Tribunal, comprising of a Sole Arbitrator (a KC), accepted our submissions and ruled in favor of our clients. Key Findings of the Tribunal The Tribunal’s Partial Final Award, issued on 5 September 2024, represents a significant legal precedent in shareholder disputes under Cyprus law although tried under English law before LCIA. Key findings from the award include: Jurisdiction Confirmed The Tribunal confirmed its jurisdiction over the Claimant’s minority oppression claims under section 202 of the Cyprus Companies Law. This affirmation allowed the arbitration to proceed under the LCIA Rules, with London as the seat and English as the language. No Winding-Up Order Issued Our team successfully argued against the issuance of a winding-up order for the Company. The Tribunal found that while there was evidence of oppressive conduct by the majority shareholders, the facts did not justify the drastic remedy of winding up the Company. This outcome was crucial in safeguarding our clients’ interests and maintaining their control over the Company. Buyout Remedy Ordered in Our Clients’ Favor The Tribunal, deciding on our favor and against the Claimant’s requests to the alternative, ordered a buyout of the Claimant’s shares by our clients, the majority shareholders. This decision aligns with the strategic argument advanced by AGPLAW that under Cyprus law, there is no basis for a minority shareholder to compel a buyout of majority shareholders. The Tribunal’s decision to order the buyout of the Claimant’s shares by our clients validates our legal strategy and underscores the strength of our arguments in defending our clients’ rights. Breach of Shareholders’ Agreement While the Tribunal found that our clients were in breach of certain provisions of the SHA, these breaches were deemed insufficient to justify the Claimant’s radical demand for a buyout of our clients. Instead, the Tribunal focused on establishing a fair buyout price for the Claimant’s shares, ensuring that our clients retained control of the Company. Valuation and Mechanism for Buyout The Tribunal carefully considered the appropriate mechanism for determining the buyout price, including adjustments for loss of profits and other relevant financial considerations. This aspect of the award ensures that our clients will not only retain control of the Company but also achieve a fair and equitable resolution to the dispute. Legal Implications and Significance The Tribunal’s decision in this case sets a significant legal aspect in Cyprus regarding shareholder rights, the interpretation of shareholder agreements, and the remedies available in cases of minority oppression. The award confirms the principle that, under Cyprus law, there is no established legal basis for a minority shareholder to buy out a majority shareholder, reinforcing the protection of majority shareholders’ rights. This outcome highlights AGPLAW’s expertise in dealing with complex cross-border legal disputes and our deep understanding of Cyprus corporate law. Our success in this case showcases our ability to provide strategic and effective representation in high-stakes arbitrations, ensuring the best possible outcomes for our clients. A Strategic Victory for AGPLAW and Our Clients This arbitration award marks a significant victory for our clients and a testament to the legal acumen and advocacy of AGPLAW. Our team’s diligent efforts, extensive knowledge of Cyprus law, and strategic approach in this case were decisive in achieving a favorable outcome for our Clients, Respondents 1 and 2. The Tribunal’s decision to order the buyout of the Claimant’s shares by our clients — despite finding them in breach of certain provisions of the SHA — proves the effectiveness of our argument that there is no precedent for a minority shareholder buying out a majority shareholder under Cyprus law. By securing this outcome, we have successfully protected our clients’ rights as majority shareholders and preserved their control over the Company. Conclusion AGPLAW is dedicated to providing our clients with top-tier legal representation in even the most complex disputes. Our success in this LCIA arbitration is a clear demonstration of our commitment to excellence and our ability to achieve strategic legal victories. If you are facing a shareholder dispute or require expert legal advice on corporate matters, our team at AGPLAW is ready to assist you. Contact us today to learn more about how we can help protect your interests and achieve your desired outcomes. Feel free to contact us directly at [email protected]  to discuss this case or any other legal issues you may face. Our team is here to support and represent you with the highest standards of legal excellence. AGPLAW – Your Trusted Legal Partner in Cyprus and Beyond. Quotes: “The Tribunal’s decision to order a buyout of the Claimant’s shares by our clients validates our legal strategy and features our firm’s expertise.” “Our diligent efforts and strategic advocacy have resulted in a favourable outcome that upholds the rights of our clients.” “AGPLAW remains committed to delivering top-tier legal representation and achieving the best possible results for our clients.”

AGPLAW proudly introduces its new Global Ship and Yacht Registration services, now available across 36 countries worldwide. This new service is accessible to all nationalities, accommodating all commercial and leisure vessels. AGPLAW clients can choose from an extensive array of flags, enabling them to register their ships or yachts under a jurisdiction that best suits their operational, financial, and strategic needs. AGPLAW’s expertise ensures that clients receive tailored advice on selecting the most appropriate flag, taking into account factors such as taxation, regulatory compliance, and operational benefits. The registration process with AGPLAW is designed to be straightforward and efficient, minimizing administrative burdens and expediting the entry of vessels into service. Each flag registration option comes with comprehensive details about the specific regulations, benefits, and requirements of that flag state. This information empowers clients to make informed decisions, ensuring that their vessels operate under the most favourable conditions. Whether for tax optimization, regulatory compliance, or operational efficiency, AGPLAW provides a reliable and strategic partnership throughout the entire registration process, making it a preferred choice for ship and yacht owners worldwide. Marine Surveys and Inspections In addition to our registration services, AGPLAW offers a full spectrum of marine survey services through our global network. Our team of highly trained, locally stationed surveyors delivers prompt and thorough inspections, providing exceptional value and peace of mind for our clients. We pride ourselves on our round-the-clock communication capabilities and flexible scheduling, ensuring that we meet the diverse needs of our clients efficiently and effectively. Our inspection services are comprehensive, covering everything from classification and Port State Control preparedness to compliance with international maritime conventions such as SOLAS, MARPOL, ILO, ISM, ISPS, and MLC. Additionally, we offer specialized services including tug, tow, and towage surveys, seaworthiness inspections, and pre-purchase inspections. For flag state inspections, AGPLAW assists in conducting pre-registration checks, annual safety inspections, and incident investigations to ensure all vessels meet stringent international and national standards. AGPLAW also provides expert support in cargo and chartering operations, including loading master duties, on-hire/off-hire surveys, and cargo hold inspections, along with P&I inspections covering pre-entry and damage assessments. Our comprehensive services ensure that our clients’ maritime operations are safeguarded and compliant, making AGPLAW a trusted partner in the maritime industry. Visit Our Global Ship Registration Section and make an enquiry. Discover detailed information on the registration process for each country, including Facts & Info sections outlining essential requirements.  

We are proud to announce that Angelos Paphitis, Managing Partner at AGPLAW, and Maria Constantinou, Partner of the Disputes team at AGPLAW, have successfully secured a significant injunction in the Cyprus courts. This victory includes obtaining an international Mareva injunction, freezing assets of the Defendants up to €50 million. Our client, a UAE entity, acquired loan facilities from a Cyprus company which, in 2019, engaged in a financing agreement with a Cayman Islands Fund to invest in a new blockchain Swiss venture. These loan facilities totalled just over €70 million. However, upon acquisition, our client discovered the investment had collapsed, the project had been cancelled, and fraudulent activities appeared to benefit the fund manager and majority shareholder. After extensive investigations, it was revealed that the majority shareholder and other associated companies were issuing invoices towards the Fund for services that were never provided. These fraudulent activities led to significant unjust enrichment for the majority shareholder and its associated companies, in clear breach of the loan agreements with the Fund which stipulated that the funds should be used exclusively for the blockchain venture. Given these breaches, our clients terminated the loan agreements and initiated legal actions to recover the money paid. The legal action included claims for breach of contract following default of the loan agreement, unjust enrichment due to the fraudulent invoices, and the imposition of a constructive trust on any funds received by the majority shareholder or its associated entities. We are pleased to report that our ex-parte application for a Mareva injunction was granted, effectively freezing the funds and assets of the main defendants up to €50 million. This injunction is critical in ensuring that our clients can secure their financial interests while the case proceeds. Key Legal Areas Involved Breach of Contract.The defendants failed to adhere to the specific provisions of the loan agreements, leading to an event of default. Default of Loan Agreement.The collapse of the blockchain venture and misallocation of funds constituted a default on the loan agreement. Unjust Enrichment.The defendants issued fraudulent invoices, benefiting financially from services never rendered, thus unjustly enriching themselves. Constructive Trust.We claim that any funds received by the majority shareholder, or its associated entities are held under a constructive trust for our clients. A constructive trust is an equitable remedy imposed by the court to prevent unjust enrichment. It means that the defendants must hold the misappropriated funds for the benefit of our clients, ensuring that the rightful owners are protected. Mareva Injunction.This injunction is a powerful legal tool used to freeze the assets of the defendants to prevent the dissipation of assets before a judgment is made. The Mareva injunction is a significant achievement as it provides our client with a measure of security and maintains the status quo while the litigation is ongoing. AGPLAW remains committed to delivering exceptional legal services and achieving the best possible outcomes for our clients. This case is a testament to our dedication, expertise, and the powerful legal strategies we employ.  

AGPLAW, recently achieved a noteworthy milestone in a trademark negotiation. The firm successfully managed a complex Intellectual Property case and has secured a favourable outcome for a valued client, marking yet another testament to its expertise in EUIPO protocols and EU Law. In this particular case, AGPLAW was tasked with registering multiple trademarks, including one with significant worldwide market value and recognition. Recognizing potential challenges ahead, particularly from the opposition’s law firm, AGPLAW’s Intellectual Property team, led by its Managing Partner Mr. Angelos Paphitis and Senior Legal Counsel Mr. Michael Davies , approached the process with a thorough analysis of European Union Intellectual Property Office (EUIPO) protocols, EU Law in the area and the competitive marks themselves. As expected, the registration process encountered significant opposition from prominent international specialist attorneys, prompting rigorous back-and-forth exchanges with the EUIPO and the opposition attorneys. AGPLAW’s legal team, with its specialized lawyers in trademark law engaged in constructive negotiations aimed at addressing concerns but safeguarding its client’s interests. There was a negotiation on the refinement of the classes under which the trademark would be registered but AGPLAW successfully refused the limitation of the number of classes themselves, which protected the market value of the trademark. AGPLAW negotiated a settlement that satisfied all concerned parties involved. Despite facing certain limitations on the trademark’s application across specific classes, the client emerged victorious, with the opposition’s law firm announcing the termination of any further opposition. The trademark registered is part of a multi-million-dollar expansion of the client’s portfolio of trademarks and is central to this expansion for its global business. The successful negotiation to prevent the limitation of the number of trademark classes, was critical in maintaining the comprehensive protection and market value of the trademark. This aspect directly impacts the client’s market positioning and legal rights over the trademark. It must be noted that the opposition was not only a significant hurdle but also a proof to the contentious nature of the trademark registration process in a competitive market. Engaging proactively in constructive exchanges and negotiations with the EUIPO and opposition attorneys, is vital in safeguarding the client’s interests. By combining legal expertise with a collaborative approach, AGPLAW continues to set new standards in IP Law, earning the trust and confidence of clients across industries.  

A Landmark Win for Majority Shareholders AGPLAW is proud to announce a significant legal victory for our clients, Respondents 1 and 2,in a high-profile arbitration case before the London Court of International Arbitration (LCIA). This complex shareholder dispute involved allegations of minority oppression and breaches of a Shareholders’ Agreement (SHA) under Cyprus law. AGPLAW’s Cyprus and UK legal teams, led by Managing Partner Angelos Paphitis, Partner Maria Constantinou, and UK Senior Counsel Timothy Frith, successfully represented our clients and achieved a decisive outcome that protects the rights of majority shareholders in Cyprus. The Arbitration Overview The LCIA arbitration centered on claims brought by a minority shareholder (the Claimant, being a group company of a well-known Russian Group related to a Russian oligarch) against our clients, who are majority shareholders in Cyprus Company (the Company). The Claimant alleged that our clients had conducted the affairs of the Company in an oppressive manner, in violation of their obligations under the SHA and principles of good faith. The Claimant sought remedies, including a winding-up order of the Company or an order requiring our clients to be bought out by the Claimant. Throughout the arbitration witness examinations and submission stages, our team at AGPLAW vigorously argued, amongst other arguments raised, that there is no legal precedent under Cyprus Companies Law (Cap. 113) for a minority shareholder to buy out a majority shareholder but only the other way around. This argument has ultimately formed the cornerstone of our defense strategy, and we are pleased to announce that the Arbitration Tribunal, comprising of a Sole Arbitrator (a KC), accepted our submissions and ruled in favor of our clients. Key Findings of the Tribunal The Tribunal’s Partial Final Award, issued on 5 September 2024, represents a significant legal precedent in shareholder disputes under Cyprus law although tried under English law before LCIA.  Key findings from the award include: Jurisdiction Confirmed The Tribunal confirmed its jurisdiction over the Claimant’s minority oppression claims under section 202 of the Cyprus Companies Law. This affirmation allowed the arbitration to proceed under the LCIA Rules, with London as the seat and English as the language. No Winding-Up Order Issued Our team successfully argued against the issuance of a winding-up order for the Company. The Tribunal found that while there was evidence of oppressive conduct by the majority shareholders, the facts did not justify the drastic remedy of winding up the Company. This outcome was crucial in safeguarding our clients’ interests and maintaining their control over the Company. Buyout Remedy Ordered in Our Clients’ Favor The Tribunal, deciding on our favor and against the Claimant’s requests to the alternative, ordered a buyout of the Claimant’s shares by our clients, the majority shareholders. This decision aligns with the strategic argument advanced by AGPLAW that under Cyprus law, there is no basis for a minority shareholder to compel a buyout of majority shareholders. The Tribunal’s decision to order the buyout of the Claimant’s shares by our clients validates our legal strategy and underscores the strength of our arguments in defending our clients’ rights. Breach of Shareholders’ Agreement While the Tribunal found that our clients were in breach of certain provisions of the SHA, these breaches were deemed insufficient to justify the Claimant’s radical demand for a buyout of our clients. Instead, the Tribunal focused on establishing a fair buyout price for the Claimant’s shares, ensuring that our clients retained control of the Company. Valuation and Mechanism for Buyout The Tribunal carefully considered the appropriate mechanism for determining the buyout price, including adjustments for loss of profits and other relevant financial considerations. This aspect of the award ensures that our clients will not only retain control of the Company but also achieve a fair and equitable resolution to the dispute. Legal Implications and Significance The Tribunal’s decision in this case sets a significant legal aspect in Cyprus regarding shareholder rights, the interpretation of shareholder agreements, and the remedies available in cases of minority oppression. The award confirms the principle that, under Cyprus law, there is no established legal basis for a minority shareholder to buy out a majority shareholder, reinforcing the protection of majority shareholders’ rights. This outcome highlights AGPLAW’s expertise in dealing with complex cross-border legal disputes and our deep understanding of Cyprus corporate law. Our success in this case showcases our ability to provide strategic and effective representation in high-stakes arbitrations, ensuring the best possible outcomes for our clients. A Strategic Victory for AGPLAW and Our Clients This arbitration award marks a significant victory for our clients and a testament to the legal acumen and advocacy of AGPLAW. Our team’s diligent efforts, extensive knowledge of Cyprus law, and strategic approach in this case were decisive in achieving a favorable outcome for our Clients, Respondents 1 and 2. The Tribunal’s decision to order the buyout of the Claimant’s shares by our clients — despite finding them in breach of certain provisions of the SHA — proves the effectiveness of our argument that there is no precedent for a minority shareholder buying out a majority shareholder under Cyprus law. By securing this outcome, we have successfully protected our clients’ rights as majority shareholders and preserved their control over the Company. Conclusion AGPLAW is dedicated to providing our clients with top-tier legal representation in even the most complex disputes. Our success in this LCIA arbitration is a clear demonstration of our commitment to excellence and our ability to achieve strategic legal victories. If you are facing a shareholder dispute or require expert legal advice on corporate matters, our team at AGPLAW is ready to assist you. Contact us today to learn more about how we can help protect your interests and achieve your desired outcomes.  

Global Ship & Yacht Registration Services AGPLAW proudly introduces its new Global Ship and Yacht Registration services, now available across 36 countries worldwide.This new service is accessible to all nationalities, accommodating all commercial and leisure vessels. AGPLAW clients can choose from an extensive array of flags, enabling them to register their ships or yachts under a jurisdiction that best suits their operational, financial, and strategic needs. AGPLAW’s expertise ensures that clients receive tailored advice on selecting the most appropriate flag, taking into account factors such as taxation, regulatory compliance, and operational benefits. The registration process with AGPLAW is designed to be straightforward and efficient, minimizing administrative burdens and expediting the entry of vessels into service. Each flag registration option comes with comprehensive details about the specific regulations, benefits, and requirements of that flag state. This information empowers clients to make informed decisions, ensuring that their vessels operate under the most favourable conditions. Whether for tax optimization, regulatory compliance, or operational efficiency, AGPLAW provides a reliable and strategic partnership throughout the entire registration process, making it a preferred choice for ship and yacht owners worldwide. Marine Surveys and Inspections In addition to our registration services, AGPLAW offers a full spectrum of marine survey services through our global network. Our team of highly trained, locally stationed surveyors delivers prompt and thorough inspections, providing exceptional value and peace of mind for our clients. We pride ourselves on our round-the-clock communication capabilities and flexible scheduling, ensuring that we meet the diverse needs of our clients efficiently and effectively. Our inspection services are comprehensive, covering everything from classification and Port State Control preparedness to compliance with international maritime conventions such as SOLAS, MARPOL, ILO, ISM, ISPS, and MLC. Additionally, we offer specialized services including tug, tow, and towage surveys, seaworthiness inspections, and pre-purchase inspections. For flag state inspections, AGPLAW assists in conducting pre-registration checks, annual safety inspections, and incident investigations to ensure all vessels meet stringent international and national standards. AGPLAW also provides expert support in cargo and chartering operations, including loading master duties, on-hire/off-hire surveys, and cargo hold inspections, along with P&I inspections covering pre-entry and damage assessments. Our comprehensive services ensure that our clients’ maritime operations are safeguarded and compliant, making AGPLAW a trusted partner in the maritime industry. Visit Our Global Ship Registration Section and make an enquiry. Discover detailed information on the registration process for each country, including Facts & Info sections outlining essential requirements.  

We are proud to announce that Angelos Paphitis, Managing Partner at AGPLAW, and Maria Constantinou, Partner of the Disputes team at AGPLAW, have successfully secured a significant injunction in the Cyprus courts. This victory includes obtaining an international Mareva injunction, freezing assets of the Defendants up to €50 million. Our client, a UAE entity, acquired loan facilities from a Cyprus company which, in 2019, engaged in a financing agreement with a Cayman Islands Fund to invest in a new blockchain Swiss venture. These loan facilities totalled just over €70 million. However, upon acquisition, our client discovered the investment had collapsed, the project had been cancelled, and fraudulent activities appeared to benefit the fund manager and majority shareholder. After extensive investigations, it was revealed that the majority shareholder and other associated companies were issuing invoices towards the Fund for services that were never provided. These fraudulent activities led to significant unjust enrichment for the majority shareholder and its associated companies, in clear breach of the loan agreements with the Fund which stipulated that the funds should be used exclusively for the blockchain venture. Given these breaches, our clients terminated the loan agreements and initiated legal actions to recover the money paid. The legal action included claims for breach of contract following default of the loan agreement, unjust enrichment due to the fraudulent invoices, and the imposition of a constructive trust on any funds received by the majority shareholder or its associated entities. We are pleased to report that our ex-parte application for a Mareva injunction was granted, effectively freezing the funds and assets of the main defendants up to €50 million. This injunction is critical in ensuring that our clients can secure their financial interests while the case proceeds. Key Legal Areas Involved Breach of Contract.The defendants failed to adhere to the specific provisions of the loan agreements, leading to an event of default. Default of Loan Agreement.The collapse of the blockchain venture and misallocation of funds constituted a default on the loan agreement. Unjust Enrichment.The defendants issued fraudulent invoices, benefiting financially from services never rendered, thus unjustly enriching themselves. Constructive Trust.We claim that any funds received by the majority shareholder, or its associated entities are held under a constructive trust for our clients. A constructive trust is an equitable remedy imposed by the court to prevent unjust enrichment. It means that the defendants must hold the misappropriated funds for the benefit of our clients, ensuring that the rightful owners are protected. Mareva Injunction.This injunction is a powerful legal tool used to freeze the assets of the defendants to prevent the dissipation of assets before a judgment is made. The Mareva injunction is a significant achievement as it provides our client with a measure of security and maintains the status quo while the litigation is ongoing. AGPLAW remains committed to delivering exceptional legal services and achieving the best possible outcomes for our clients. This case is a testament to our dedication, expertise, and the powerful legal strategies we employ.