Elias Neocleous & Co LLC

On the 25th of July, 2025, the Republic of Cyprus (“Cyprus”) enacted Law 149(I)/2025, formally titled The Criminalization of the Violation of the Restrictive Measures of the European Union Law of 2025 (the “Law”). The Law transposes EU Directive 2024/1226 of the European Parliament and Council of the 24th of April, 2024, which harmonises the definition of criminal offences and penalties for the violation of EU restrictive measures. In effect, the Law replaces earlier legislation on the implementation of international and European sanctions, carving a uniform framework for criminal enforcement in line with European standards. Purpose and scope The Law aims to ensure that breaches of restrictive measures of the European Union (“EU”), established pursuant to Article 29 of the Treaty on European Union and Article 215 of the Treaty on the Functioning of the European Union (collectively referred to as “EU Sanctions”), constitute clearly defined criminal offences under national law, punishable by proportionate and dissuasive penalties. The Law applies to both natural and legal persons, and covers a wide range of conduct related to the breach or circumvention of the EU Sanctions, among which are the transfer, disposal, and/or concealment of economic resources, capital and/or assets belonging to a natural or legal person, entity or body subject to EU Sanctions (a “Designated Person”). Among the definitions set out in Article 2 of the Law, those of “capital” and “economic resources” are particularly noteworthy. “capital” covers financial assets and economic benefits of any kind, and is drafted broadly to include, inter alia, cash, cheques, monetary claims, deposits, negotiable instruments and other payment means; securities, both publicly and privately traded (including shares, bonds, notes, warrants and derivatives); credits, guarantees, letters of credit and other financial commitments; income or gains derived from such assets; documents evidencing participation in funds or financial resources; and crypto-assets as defined in Article 3(1)(5) of Regulation (EU) 2023/1114. “economic resources” covers assets, whether tangible or intangible, movable or immovable, which are not funds but may be used to obtain funds, goods or services. Article 4 of the Law defines its territorial scope of application, extending the reach of the offences under Article 5 beyond the territory of Cyprus. Specifically, the Law applies to conduct committed wholly or partly within Cyprus, on ships or aircraft registered in Cyprus or flying the Cypriot flag, and to offences committed by Cypriot nationals or by legal persons incorporated in Cyprus. It also extends to acts or omissions occurring outside Cyprus where the offender is habitually resident in Cyprus, is an officer or employee of the Republic of Cyprus acting in an official capacity, or where the offence is committed for the benefit of a legal person established in Cyprus or in connection with business activities conducted wholly or partly within Cyprus. Where the commission of an offence falls within the jurisdiction of more than one EU Member State, Cyprus is required to cooperate with the other Member States to determine which will undertake the prosecution, with the matter being referred to Eurojust where appropriate, in line with Framework Decision 2009/948/JHA. Notably, prosecution of offences committed by Cypriot nationals or by legal persons incorporated in Cyprus may be brought irrespective of whether the state in whose territory the offence occurred has submitted a complaint. Criminal offences Article 5 of the Law sets out the core offences criminalised under Cypriot law in alignment with the EU Sanctions framework. It provides that any intentional act or omission resulting in a breach of an EU Sanction constitutes a criminal offence. In particular, the Law criminalises: the direct or indirect provision of funds or economic resources to, or for the benefit of, a Designated Person; the failure to freeze funds or economic resources owned, held or controlled by such Designated Person; the facilitation of the entry into or transit through the territory of an EU Member State by a Designated Person in breach of a travel ban; the execution or continuation of transactions with a third country, its entities, or entities owned or controlled (directly or indirectly) by it, including the award or continuation of public contracts or concessions, where such conduct is prohibited or restricted under EU Sanctions; the execution of commercial transactions involving the import, export, sale, purchase, transfer, transit or brokering of goods, or the provision of intermediary, technical assistance or related services, contrary to EU Sanctions; the provision of financial services or financial activities, or any other type of service prohibited or restricted under EU Sanctions; the circumvention of EU Sanctions, including through: – the use or transfer of funds or resources to conceal ownership or control; – the provision of false or misleading information to obscure the involvement of Designated Persons; or – the failure to report or disclose to the competent authorities frozen or controlled assets as required by law; and – the violation or non-compliance with licence conditions granted by the competent authorities where the underlying activity would otherwise be prohibited by EU Sanctions. Importantly, an offence involving the trade, export or provision of technical assistance in relation to items on the EU Common Military List or dual-use items (as listed in Annexes I and IV to Regulation (EU) 2021/821) may be committed even through gross negligence, thereby extending criminal liability beyond intentional conduct. The Law further clarifies that its provisions do not criminalise humanitarian aid to persons in need or activities supporting basic human needs, provided such actions are carried out in accordance with the principles of impartiality, humanity, neutrality and independence, and, where applicable, with international humanitarian law. It also reaffirms that persons providing legal services in accordance with the Advocates Law, Cap. 2, are not required to report information obtained from or about their clients which is protected by legal professional privilege. Article 6 extends criminal liability to persons who incite, conspire or attempt to commit the offences under Article 5. Anyone who induces another to participate in such conduct is guilty of the same offence, subject to the same penalties, and may be prosecuted as if they had committed the act themselves. Where two or more persons act with a common intention to pursue an unlawful purpose and, in doing so, commit any of the offences under Article 5, each is likewise deemed guilty and liable to the same penalty. The Law also provides that a person who attempts to commit any of the specified offences in Article 5 is guilty of an offence and may be prosecuted and punished as if the act had been completed. A person is regarded as having attempted an offence where they begin to carry out their intention by suitable means and clearly manifest that intention, even if the act ultimately remains incomplete. Penalties and liability Articles 7 and 8 of the Law introduce a framework of differentiated penalties depending on the gravity of the offence and whether it is committed by a natural or legal person. For natural persons, penalties range from imprisonment of up to five years and/or fines of up to EUR 100,000, depending on the type and value of the offence. Lesser breaches may attract shorter terms or lower fines, while offences involving dual-use or military goods incur the maximum penalties irrespective of monetary value. In addition, the Courts may impose supplementary measures, such as the revocation of licences, exclusion from holding managerial positions, temporary disqualification from public office, or, where public interest so requires, the publication of the judgment in accordance with data-protection rules. For legal persons, the Law establishes corporate criminal liability where an offence is committed for the benefit of the entity by a person in a leading position, or as a result of insufficient supervision or control. Fines may reach up to 5% of the entity’s total worldwide turnover for the preceding financial year, or, where such turnover cannot be determined, up to EUR 40 million. Additional sanctions may include exclusion from public funding or procurement, suspension or withdrawal of authorisations, temporary or permanent business restrictions, or even judicial dissolution. Courts may also order the publication of their decisions in cases of public interest. The liability of a legal person does not preclude the prosecution of natural persons involved in the same conduct. Article 9 further defines the basis of corporate liability, providing that a legal person incurs responsibility for offences committed for its benefit by individuals exercising representational, decision-making, or control powers within it. Liability also arises where a lack of supervision or control by such persons enables the commission of an offence by subordinates. The corporate liability provisions do not preclude the criminal prosecution of natural persons who act as perpetrators, instigators, or accomplices. Finally, Article 10 introduces aggravating and mitigating circumstances relevant to sentencing. Aggravating factors include, among others, the commission of an offence within a criminal organisation, the use of forged or falsified documents, violations by professional service providers acting contrary to their duties, the involvement of public officials, the derivation of significant financial benefits, obstruction of justice, or prior convictions for similar offences. Mitigating factors include situations where the offender cooperates with authorities, providing information or assistance that would not otherwise be obtainable, and which facilitates the identification or prosecution of other offenders or the gathering of evidence. Enforcement and cooperation Part III of the Law strengthens enforcement by providing for the freezing and confiscation of assets linked to EU Sanctions breaches, the investigative powers of the police, customs, and other authorities, and cooperation with EU bodies such as Europol, Eurojust, and the European Public Prosecutor’s Office, particularly in cross-border cases. It also requires the collection of anonymised enforcement data and its reporting to the European Commission through the Unit for the Implementation of EU Restrictive Measures (EMEK). Complementary legislative measures have also been introduced to ensure consistency and effective implementation. Law 150(I)/2025 establishes the National Sanctions Implementation Unit within the Ministry of Finance, responsible for coordinating national enforcement of both EU and UN sanctions, issuing guidance, managing licensing procedures, and imposing administrative fines. In parallel, Law 148(I)/2025 amends the existing whistleblowing framework to extend protection to persons reporting breaches of EU Sanctions, including acts of incitement, aiding and abetting, or attempted violations. Significance The Law positions Cyprus firmly within the EU’s collective effort to strengthen the enforcement of restrictive measures amid a shifting geopolitical environment. At the national level, it signifies that compliance with EU Sanctions is no longer merely a matter of regulatory diligence but now carries potential criminal liability for both individuals and corporate entities; not only those who commit breach, but also those attempt, facilitate, or conspire to do so. Its adoption marks an important step in reinforcing Cyprus’ commitment to transparency, accountability, and effective alignment with the EU Sanctions regime. Authors Kyriaki Stinga, Adonis Zachariou, Maria Vyronos Elias Neoleous & Co LLC

Two years have passed since the introduction of the new Civil Procedure Rules (CPRs) on 1st of September 2023. All proceedings initiated after that date now fall under the scope of the new CPRs, while ongoing cases prior to that date remain subject to the old CPRs. By mirroring the English CPRs content and spirit, the Cyprus new CPRs introduce an ambitious procedural framework, and it remains to be seen what the actual impact of the recent reforms in the Cyprus legal order will be. With this context, this article highlights key changes and judicial interpretations since the implementation of the new CPRs. Primary Purpose At the heart of the new CPRs lies their so-called primary purpose. According to the CPRs, their primary purpose is to enable the court to manage cases fairly and proportionate in costs.[1] Essentially, this means ensuring that the parties are placed on an equal footing and handling the case in ways that is proportionate and practical in terms of costs, timeframe, and complexity of each case. Through active case management, the court promotes the primary purpose, which includes, inter alia, encouraging the parties to cooperate, setting timetables, making use of technology, and giving orders and directions to ensure that the case is dealt with promptly and efficiently.[2] As stated in Kandounas v. Iliadis,[3] an attempt is made to bring a shift in legal culture and philosophy that will allow the Court to manage cases with flexibility and practicality, to move away from dysfunctional and unnecessary procedures which contributed to delays and caused expenses to escalate uncontrollably. This avoids frivolous and vexatious actions and achieves a more structured civil procedure. As per the Supreme Court’s decision in Kouzalis v. Gordian Holdings Limited:[4] “More important, however, in relation to the purpose of the Regulations, is the provision in R.3. According to this, the Court, in the exercise of its powers in relation to any proceedings before it, takes into account that 'The primary purpose of the Regulations is to ensure the right of access to the Court and that the Court will operate fairly and efficiently.' It also takes into account that, in every case, 'it must interpret and apply the Regulations with the aim of ensuring access to it in a fair and effective manner … the spirit of Part 1 (Primary Purpose) of the new Civil Procedure Rules, guides the Court away from formalistic approaches … bypassing deliberate procedural complexities and delaying tactics." Old CPR cases Yet, this shift in philosophy is not only present with cases under the new CPRs. In Lucy Rebecca Williams,[5] a case governed by the old CPRs, an American woman was hit by a jet ski while on vacation at Nissi Beach. Her expert witness, a doctor, found it difficult to travel from the United States, so it was requested that he provide testimony via video conference. The court, accepting the application, expressed that the primary purpose of the regulations, old or new, must aim at an effective and modern administration of justice. Even in cases governed by the old rules, courts may have regard to the purpose of the new CPRs such as modernisation of justice, as stipulated in rule 60. Therefore, parties should not be concerned that their case will be handled in an outdated manner merely because it falls under the old procedural framework. Pre-action Protocols The new CPRs also introduced the Pre-Action Protocols, templates for letters to be exchanged between parties prior to the commencement of litigation.[6] Their primary aim is to encourage early cooperation, facilitate exchange of information, and promote settlement where possible. Where settlement cannot be reached, compliance with these protocols ensures a smoother transition into formal proceedings, although in practice it is seen mostly as a procedural step for trial, rather than a settlement effort. The courts highlighted that failure to comply with the pre-action protocols may lead to the issuance of orders as to costs against the non-complying party or order a stay of proceedings for the proper observance of pre-action protocols.[7] Nonetheless, in Georgios Roditis v. Grand Masonic Lodge of Cyprus Ltd et al, the defendants sought to dismiss the claim over alleged non-compliance with the pre-action protocol, but the court held that such failure does not, in principle, justify striking out a claim. The timetable Active case management includes setting timetables.[8] The key stage is the case management hearing, where the Court issues a timetable outlining steps up to trial. The dates for the presentation of evidence, witness list, expert witnesses, exchange of documents, inspection and disclosure, and submissions are predetermined in the timetable. In LAKON A.T.E. v. Municipality of Paphos,[9] where one party sought to submit supplementary written evidence on the timetable, the court allowed the inclusion of filing supplementary written evidence within the timetable, even if in the end it is not used. This ensures the court is not caught off guard by unexpected filings, thereby changing the timetable itself. The ruling reaffirmed that courts may reject pleadings or evidence not submitted in line with the set timetable. However, this does not mean that leniency will not be shown. In Neofytos Polyviou v. Georgia Kyprianou,[10] the claimant failed to file the statement of claim within the timeframe and sought an extension. The court granted the extension acknowledging the claimant’s difficulty in arranging a meeting with his lawyers. While noting that the claimant could have acted with more diligence the court concluded that this should not lead to the dismissal of the application and the deprivation of the claimant’s right to pursue his claim. Conclusion In conclusion, it could be argued that there is a clear shift in approach that is evident under the new CPRs. A more organized and just system is now in place. Given the significant change brought by this new legal framework courts are showing leniency while all parties and lawyers become familiar with the new CPRs. Nevertheless, it is still the beginning and Cypriot courts must adopt a bold stance in interpreting the new CPRs, and, at the same time, a culture of compliance with the vision of the new CPRs is also expected from all people involved. [1] Civil Procedure Rules of 2023, Rule 1.2. [2] Civil Procedure Rules of 2023, Rule 1.5. [3] Konstantis Kantounas v. Christos Iliadis et al., Civil Appeal No. 54/2024, 18/10/2024. [4] Markos Kouzalis (deceased, through the administrator of his estate, Giovanni Kouzalis) v. Gordian Holdings Limited, application no. 5/2023. [5] Lucy Rebecca Williams v. Nissi Boat Water Sports limited, Action No. 534/2016, dated 9/4/2024. [6] Civil Procedure Rules of 2023, Rule 3.9. [7] Georgios Roditis v. Grand Masonic Lodge of Cyprus Ltd et al., Claim No. 3416/2023, dated 13/2/2025, and see under English case law, Olatawura v. Abilove [2002] 4 All ER 903, CA; Cundall-Johnson & Partners v. Whipps Cross University Hospital NHS Trust [2007] EWHC 2178. [8] Civil Procedure Rules of 2023, Rule 23. [9] LAKON A.T.E. v. Municipality of Paphos, Action No. 1186/23, 2/11/2023. [10] Neofytos Polyviou v. Georgia Kyprianou otherwise Georgia Klimi et al., Claim No: 143/2024, 11/12/2024.

Elias Neocleous & Co LLC (“ENC”) is pleased to have acted as Cyprus legal counsel to Macintyre Hudson Ireland Limited, a subsidiary of MHA plc, in connection with its €24 million acquisition of Baker Tilly South East Europe. The transaction brings together over 800 professionals across Cyprus, Greece, Bulgaria, Moldova, and Romania, further strengthening MHA’s regional presence and marking a key milestone in its post-listing growth strategy. Working alongside the client’s UK counsel Freeths LLP, ENC advised on all Cyprus law matters relating to the acquisition, including review and negotiation of the corporate and transactional documents, preparation of Cyprus legal due diligence, regulatory and merger control advice, employment matters, and coordination of all jurisdictions to support the transaction through to completion. The firm also secured merger control clearance in Cyprus for the acquisition. Notably, ENC collaborated with all regional counsel in the relevant jurisdictions of the operations of the target, Dinova Rusev & Partners for Bulgaria, Kyriakides Georgopoulos (KG) Law Firm for Greece, Cerha Hempel for Romania, and Schoenherr for Moldova, to coordinate the multi-jurisdictional due diligence exercise and regulatory aspects of the transaction. The Elias Neocleous & Co LLC team comprised Andrea Kallis Parparinou, Xenia Kalogirou, Ramona Livera, Katia Papadopoulou, Demetris Gregoriou, and George Tsardellis (litigation matters). #Elias Neocleous #Mergersandacquisitions #Cyprus #EmploymentLawAlliance

Background It is an undeniable fact that Foreign Direct Investments (the ‘FDI’) are a key contributor to the Union’s growth as they enhance its competitiveness, create jobs and economies of scale, bring in capital, technologies, innovation, expertise, and open up new markets for the Union’s exports. While maintaining an open investment environment, the EU has committed to upholding and promoting its values and interests and contribute to the protection of its citizens. With the above in mind, and since it is mandatory for Member States of the European Union to adopt restrictive measures relating to foreign direct investment on the grounds of security or public order under Regulation EU 2019/452 (the Regulation), Member States must create a screening mechanism to make it possible for to assess the relevant risk to their security or public order. Cyprus’ Council of Ministers approved the relevant bill “Law on the establishment of a framework for the control of foreign direct investments of 2025” (the ‘Bill’) on the 2nd of July 2025, sharing the same with the Parliament on the 10th of July 2025 for voting. While the Bill not yet a law, and therefore is subject to changes and being enacted, it is worth examining the key aspects of the Bill, as it has the potential to impose large changes to the investment landscape of Cyprus. Scope and applicability The regulation is applicable to ‘foreign investors’– natural persons of a third country or a legal undertaking of a third country, intending to make or having made a foreign direct investment, and to ‘strategic enterprises’ - an enterprise that carries out activities that fall under particularly sensitive sectors defined in the annex to the Bill, such as energy, transport, health, defence, communications, tourism, financial services, dual-use technologies, etc. The competent authority for this matter is Ministry of Finance, which has the power to approve, impose conditions, prohibit, or reverse investments that may affect security or public order. Need for notification of investments Any foreign investor is required to share their intention in writing to the competent authorities at least 10 days before the investment takes place, which requires pre-approval before it is carried out. The need for notification is applicable if all the following criteria take place for the FDI: It results in receiving special participation, which can take place through the acquisition, directly or indirectly, individually or in coordination with other persons, of a percentage amounting to at least 25% of the share capital and/or voting rights, or a corresponding ability to exercise decisive influence over the activities of the enterprise, The value, whether in itself or in combination with other transactions that will take place within 12 months of the planned investment date, is greater or equal than €2,000,000 (two million euros). It is related to strategic enterprises. The competent authority still retains the right to examine any FDI, regardless of whether it falls under the framework of mandatory notification, in cases where there are justifiable reasons to consider that the FDI might affect the security or public order of the Republic. Exempt from the above are FDIs related to ships under construction or ships that are the subject of purchase and sale, except Floating Storage and Regasification Units (FSRUs). Factors determining whether the FDI might affect security or public order In determining whether the FDI might be detrimental to security or public order, the evaluation considers the following factors, amongst others: Whether the sector in which the FDI will take place is sensitive, including the sectors of energy, transport, health, education, tourism, communication, processing or storing of data, defense, electoral or financial services, land and assets, amongst others, Whether the foreign investor is checked directly or indirectly from a third country government, If the foreign investor has been involved in activities which affect the safety or public order of an EU Member State, The degree to which the FDI affects or might affect the security or public order of a Member States other than the Republic of Cyprus or the EU as a whole, Required information for screening of a FDI Under Article 4 of the Bill, some of the key points that will need to be for the effective screening of the FDI are: Details of the parties in the transaction and their corporate details, The approximate value of the investment, The products, services, and business activities of the foreign investor and the strategic enterprise, The nature of economic activities being undertaken by the parties in Cyprus, The date at which the investment is planned to take place. Penalties Under Article 12, the competent authority may impose administrative fines according to the related violations in cases of: failure of the investor to notify regarding the FDI, administrative fine not less than €5,000 (five thousand euros) and not more than €50,000 (fifty thousand euros), submission of falsified or misleading information, administrative fine of up to €100,000 (one hundred thousand euros), failure of submission of information, administrative fine of up to €50,000 (fifty thousand euros), lack of compliance within the specified time period for rejected FDIs, administrative fine up to €100,000 (one hundred thousand euro) and additional administrative fines of up to €8,000 (eight thousand euro) per day of continuous violation. All fines are imposed with a fully justified decision, according to the severity and duration of the violation, while in every case the affected party will have the opportunity to be heard. Overall, in our view the Bill has managed to incorporate the ambit the EU regulators into a Cypriot framework – all that remains is to see whether it will be approved as a law or whether it will be amended to further cater to the economic system of Cyprus. This article does not constitute legal advice. For more information and professional advice, feel free to contact any of our team members at Elias Neocleous & Co LLC which authored this piece: Demetris Roti, Partner; Emilios Charalambous, Associate; Maria Aristidou, Associate;

Background It is an undeniable fact that Foreign Direct Investments (the ‘FDI’) are a key contributor to the Union’s growth as they enhance its competitiveness, create jobs and economies of scale, bring in capital, technologies, innovation, expertise, and open up new markets for the Union’s exports. While maintaining an open investment environment, the EU has committed to upholding and promoting its values and interests and contribute to the protection of its citizens. With the above in mind, and since it is mandatory for Member States of the European Union to adopt restrictive measures relating to foreign direct investment on the grounds of security or public order under Regulation EU 2019/452 (the Regulation), Member States must create a screening mechanism to make it possible for to assess the relevant risk to their security or public order. Cyprus’ Council of Ministers approved the relevant bill “Law on the establishment of a framework for the control of foreign direct investments of 2025” (the ‘Bill’) on the 2nd of July 2025, sharing the same with the Parliament on the 10th of July 2025 for voting. While the Bill not yet a law, and therefore is subject to changes and being enacted, it is worth examining the key aspects of the Bill, as it has the potential to impose large changes to the investment landscape of Cyprus. Scope and applicability The regulation is applicable to ‘foreign investors’– natural persons of a third country or a legal undertaking of a third country, intending to make or having made a foreign direct investment, and to ‘strategic enterprises’ - an enterprise that carries out activities that fall under particularly sensitive sectors defined in the annex to the Bill, such as energy, transport, health, defence, communications, tourism, financial services, dual-use technologies, etc. The competent authority for this matter is Ministry of Finance, which has the power to approve, impose conditions, prohibit, or reverse investments that may affect security or public order. Need for notification of investments Any foreign investor is required to share their intention in writing to the competent authorities at least 10 days before the investment takes place, which requires pre-approval before it is carried out. The need for notification is applicable if all the following criteria take place for the FDI: It results in receiving special participation, which can take place through the acquisition, directly or indirectly, individually or in coordination with other persons, of a percentage amounting to at least 25% of the share capital and/or voting rights, or a corresponding ability to exercise decisive influence over the activities of the enterprise, The value, whether in itself or in combination with other transactions that will take place within 12 months of the planned investment date, is greater or equal than €2,000,000 (two million euros). It is related to strategic enterprises. The competent authority still retains the right to examine any FDI, regardless of whether it falls under the framework of mandatory notification, in cases where there are justifiable reasons to consider that the FDI might affect the security or public order of the Republic. Exempt from the above are FDIs related to ships under construction or ships that are the subject of purchase and sale, except Floating Storage and Regasification Units (FSRUs). Factors determining whether the FDI might affect security or public order In determining whether the FDI might be detrimental to security or public order, the evaluation considers the following factors, amongst others: Whether the sector in which the FDI will take place is sensitive, including the sectors of energy, transport, health, education, tourism, communication, processing or storing of data, defense, electoral or financial services, land and assets, amongst others, Whether the foreign investor is checked directly or indirectly from a third country government, If the foreign investor has been involved in activities which affect the safety or public order of an EU Member State, The degree to which the FDI affects or might affect the security or public order of a Member States other than the Republic of Cyprus or the EU as a whole, Required information for screening of a FDI Under Article 4 of the Bill, some of the key points that will need to be for the effective screening of the FDI are: Details of the parties in the transaction and their corporate details, The approximate value of the investment, The products, services, and business activities of the foreign investor and the strategic enterprise, The nature of economic activities being undertaken by the parties in Cyprus, The date at which the investment is planned to take place. Penalties Under Article 12, the competent authority may impose administrative fines according to the related violations in cases of: failure of the investor to notify regarding the FDI, administrative fine not less than €5,000 (five thousand euros) and not more than €50,000 (fifty thousand euros), submission of falsified or misleading information, administrative fine of up to €100,000 (one hundred thousand euros), failure of submission of information, administrative fine of up to €50,000 (fifty thousand euros), lack of compliance within the specified time period for rejected FDIs, administrative fine up to €100,000 (one hundred thousand euro) and additional administrative fines of up to €8,000 (eight thousand euro) per day of continuous violation. All fines are imposed with a fully justified decision, according to the severity and duration of the violation, while in every case the affected party will have the opportunity to be heard. Overall, in our view the Bill has managed to incorporate the ambit the EU regulators into a Cypriot framework – all that remains is to see whether it will be approved as a law or whether it will be amended to further cater to the economic system of Cyprus. This article does not constitute legal advice. For more information and professional advice, feel free to contact any of our team members at Elias Neocleous & Co LLC which authored this piece: Demetris Roti, Partner; Emilios Charalambous, Associate; Maria Aristidou, Associate;

What does it mean to run a business in a financial world that never stands still? The world of banking and finance is undergoing rapid transformation. From the rise of digital platforms and alternative payment systems to the expanding scope of regulatory oversight, today’s financial environment is more complex and fast-paced than ever. At the center of this change lies a crucial relationship between financial institutions, their clients, and the legal professionals who support them. At Elias Neocleous & Co LLC, we are seeing that the old-school way of doing legal work doesn’t always work anymore. It is not just about knowing the rules. It is about helping clients apply them in a way that fits how their business actually operates. Whether we are supporting a bank with its compliance framework or assisting a company with cross-border financing, our focus is on making legal processes practical and effective. As regulations grow stricter in areas such as anti-money laundering, data protection, and international financial conduct, financial institutions are under increasing pressure. These measures are vital for maintaining trust in the financial system, but they can also lead to delays, friction, and added stress for organisations and their clients. When compliance is handled poorly, the consequences go beyond fines or delays. It can result in another frustrated client and sometimes even a broken relationship with a bank, not because of wrongdoing but because of misinterpretation, rigid processes, or a failure to truly understand the client. In the past, ‘Know Your Customer’ was treated as more like a box-ticking exercise and, if we are honest, in some places it still is. Yet there is a growing recognition that today it must mean something deeper. Effective KYC is not exclusively about suspicion or endless investigation; it is about understanding. It is about knowing not only a client’s immediate needs, but also their ambitions for the future, and aligning those ambitions with the realities and opportunities of the financial system. When approached this way, KYC becomes far more than compliance, it becomes a foundation for trust, a guide for better decision-making, and a bridge to stronger, lasting partnership. This is where the right legal advice proves its true value. We work closely with clients to develop compliance policies that are not only legally sound but also realistic and efficient. This might involve advising on onboarding and know-your-customer procedures, helping a business restructure or reorganise, or even addressing GDPR and cybersecurity through the Tech Law Department of our Law Firm. Our Tech Law Department assists clients to comply with technology-related laws such as GDPR, DORA, NIS2, the Cyber Resilience Act (CRA), the AI Act, and the Cybersecurity Act. For us, every policy, every procedure, is ultimately about people, understanding their goals, easing their burdens, and creating space for them to grow. Too often, good businesses suffer not because they lack substance, but because they fail to present themselves in the way banks expect. It is a little like a CV: not everyone with great talent knows how to showcase it on paper. Beneath the surface, a company may have a strong record and a compelling story, but if that story is not expressed clearly, opportunities can be lost. Banks, for their part, excel at enforcing rules and ensuring that every regulation is observed. But sometimes, in focusing on the checklist, they miss the deeper picture, the essence of the client, the reasons behind a missing document, or the real strengths that lie just out of view. This is where we see our role: to connect the unseen dots, to help clients present their reality in its best light, and to ensure that valuable relationships are built on understanding rather than misunderstanding. We also support clients in their dealings with banks by ensuring that all the necessary paperwork is completed correctly. This includes forms such as UBO (Ultimate Beneficial Owner) declarations and providing clear explanations of the source of funds. By guiding clients through these steps, we aim to minimise errors or delays and keep the process moving smoothly. Supporting clients goes beyond compliance checklists, it means standing with them when questions, conflicts, or cross-border complexities arise. That is why we provide legal opinions on regulatory interpretation, assist in resolving disputes, and advise on structuring transactions across multiple jurisdictions. Our approach is designed to simplify complex processes and manage legal risks, helping clients move forward with greater clarity and confidence. We are also closely following developments in technology, particularly artificial intelligence, and how they are beginning to influence the legal and compliance landscape. In the financial sector, AI is increasingly used to assist with tasks such as document review and regulatory tracking. While we do not currently use AI tools for client-facing work, we are actively exploring how such technologies might be introduced safely and responsibly in the future. Confidentiality, accuracy, and compliance with regulatory standards remain key considerations, especially in a highly regulated environment like Cyprus. Internally, we are developing NeoLaw.ai, a platform designed to support our legal teams with research, document analysis, and the study of Cyprus case law. Although not a client-facing tool, NeoLaw.ai reflects our commitment to innovation and efficiency. By reducing time spent on repetitive tasks, it allows our lawyers to focus more on complex legal matters where expert judgement is essential. Whether you are a business expanding into new markets, an investor navigating regulatory risk, or an individual applying for finance, the way legal and compliance issues are handled can significantly affect your experience and may even define the entire journey of a business.  Clear and responsive legal support helps to avoid delays and uncertainty, and we believe this is key to getting things done properly. The legal profession continues to evolve, and in banking and finance the role of the lawyer is no longer confined to citing regulations or drafting documents. That world is gone. Our role has become something more human and more essential: protecting trust, uncovering what lies beneath the paperwork, and giving clients a voice in a system that often has little patience for nuance. Yet its core purpose remains unchanged: to serve people and support the systems that enable business and finance to operate fairly and transparently. What is changing is how we deliver that service, through smarter tools, stronger collaboration, and a clearer understanding of our clients’ real-world challenges. The financial world will only grow faster, more digital, and more demanding. That is a fact. What matters is how we respond to it. At Elias Neocleous & Co LLC we are proud to be part of this transformation. We choose to meet that future head-on, with sharper tools, broader vision, and the determination to make law serve people, not slow them down. As a Cyprus based firm, advising clients both locally and internationally, we are committed to providing legal support that is technically strong, commercially aware, and designed to help our clients move forward with clarity and confidence in an increasingly digital financial world. It means a legal partner who keeps pace with change and helps them stay one step ahead of it. Because in the end, true clarity is born where strict rules meet human understanding, and that is the space we choose to work in.    

Curious about how we can protect our financial system from illicit activities? The European Union has stepped up to the challenge with a robust and comprehensive anti-money laundering (AML) framework.This article explores the complex web of regulations, directives, and authorities that are the backbone of the EU’s defense against money laundering and terrorist financing. Businesses and financial institutions within the EU are gearing up to navigate this intricate landscape more effectively. Embracing these AML regulations isn't just about compliance – it's about establishing a culture of integrity and responsibility. By staying ahead of these stringent measures, companies not only protect themselves from financial crime but also build stronger trust and credibility in the global market. This framework is not just a requirement; it’s a strategic advantage that ensures sustainable growth and resilience in today's interconnected world. The Pillars of EU's AML Framework The EU's AML framework is built on three crucial pillars: the Anti-Money Laundering Regulation (AMLR), the Anti-Money Laundering Authority (AMLA), and the Anti-Money Laundering Directive (AMLD). Each pillar plays a vital role in preventing the misuse of the financial system for money laundering by corporate entities and through financial transactions. We have  discussed this in previous articles which can be found on Mondaq here and here. Anti-Money Laundering Regulation (AMLR) The AMLR stands as a testament to the EU’s commitment to standardising anti-money laundering measures across its member states. What are the key provisions that make this regulation so pivotal? Risk-Based Approach: Financial institutions must adopt a risk-based approach to identify, assess, and mitigate risks related to money laundering and terrorist financing. This ensures that resources are allocated efficiently, focusing on areas with higher risks. Customer Due Diligence (CDD): Enhanced CDD measures require verifying customer identities, understanding business relationships, and continuously monitoring transactions. Special attention is given to politically exposed persons (PEPs) and high-risk third countries. Beneficial Ownership Transparency: Central registers for beneficial ownership information are mandated, accessible to competent authorities and financial intelligence units (FIUs). This transparency aims to prevent the misuse of corporate structures for illicit purposes. Reporting Obligations: Obliged entities must promptly report any suspicious transactions to FIUs, including transactions that appear unusual or inconsistent with a customer's known profile or business activities. Sanctions and Penalties: Stringent sanctions and penalties for non-compliance underscore the importance of adherence to AML regulations, including administrative fines and potential license withdrawals for severe breaches. Anti-Money Laundering Authority (AMLA) Is it enough to have regulations without effective oversight? The establishment of the AMLA represents a significant leap forward in ensuring the consistent and effective application of AML rules across the EU. Supervisory Role: The AMLA oversees national supervisory authorities, conducting assessments, providing guidance, and coordinating joint supervisory actions. Direct Supervision: For certain high-risk financial institutions, the AMLA has direct supervision and on-site inspection authority, mitigating risks associated with cross-border operations and complex financial structures. Technical Standards and Guidelines: Developing technical standards, guidelines, and recommendations, the AMLA facilitates uniform implementation of AML measures covering CDD, risk assessment, and reporting obligations. Coordination and Cooperation: Enhancing cooperation among national FIUs and relevant authorities, the AMLA promotes information sharing and joint investigations to improve the overall effectiveness of the EU's AML framework. Advisory Role: Advising the European Commission on legislative and policy initiatives, the AMLA ensures that the AML framework remains dynamic and responsive to emerging threats and challenges. Anti-Money Laundering Directive (AMLD) The AMLD complements the AMLR by setting out detailed requirements for member states to implement in their national legislation. How do these directives adapt to the diverse and dynamic nature of financial crimes? Scope of Application: The AMLD applies to a wide range of entities, including financial institutions, legal professionals, real estate agents, and virtual asset service providers (VASPs), ensuring comprehensive coverage of sectors vulnerable to money laundering and terrorist financing. Enhanced Due Diligence (EDD): Mandating EDD measures for high-risk situations, such as transactions involving PEPs or countries with weak AML controls, the directive includes obtaining additional information about customers and the source of funds. Third-Party Reliance: Allowing obliged entities to rely on third parties for CDD measures under certain conditions, the AMLD aims to reduce duplication of efforts and streamline compliance processes. Training and Awareness: Member states must ensure that obliged entities provide regular training on AML obligations and emerging trends, maintaining a high level of vigilance and expertise within the industry. Whistleblower Protection: Provisions to protect individuals who report suspicions of money laundering or terrorist financing encourage whistleblowing and support the detection of illicit activities. Record Keeping: Obliged entities must maintain records of CDD information, transaction data, and internal reports for a specified period, crucial for audits, investigations, and compliance reviews. Cooperation with Third Countries: Emphasising cooperation with non-EU countries to combat money laundering and terrorist financing globally, the AMLD includes sharing information, conducting joint investigations, and providing technical assistance. Beneficial Ownership and the 25% Threshold How do we identify the true owners behind complex corporate structures? Beneficial ownership transparency is a critical component of AML regulations, aimed at preventing the misuse of corporate entities for illicit activities. Key Aspects of the 25% Ownership Threshold: Direct and Indirect Ownership: The 25% threshold applies to both direct and indirect ownership, including shares held through intermediaries or complex ownership structures. Transparency and Disclosure: Legal entities must maintain accurate and up-to-date information on their beneficial owners, recorded in central registers accessible to competent authorities and FIUs. Reporting Obligations: Obliged entities must conduct due diligence to identify beneficial owners when establishing business relationships or conducting transactions. Enhanced Due Diligence (EDD): For beneficial owners who are PEPs or from high-risk countries, enhanced due diligence measures must be applied. Legal and Regulatory Implications: Non-compliance with beneficial ownership disclosure requirements can result in significant legal and regulatory consequences, including administrative fines, sanctions, and potential criminal liability. AML in the World of Football What about the world of sports, where enormous financial transactions occur frequently? The AML framework has specific implications for football, where vast sums of money flow through transfers, sponsorships, and other financial activities. Transfer Market Scrutiny: Football clubs are required to conduct thorough due diligence during player transfers to ensure compliance with AML regulations. Sponsorship and Endorsements: Clubs must verify the legitimacy of sponsors and endorsees to prevent money laundering through these channels. Financial Fair Play: The AML regulations support UEFA’s Financial Fair Play regulations, ensuring that clubs operate within their financial means and maintain transparency in their financial dealings. A recent article by our firm’s Tax Consultant & Manager – Compliance Officer, Michael Loizou, analyses this topic in more depth. You can read it on Mondaq here. Although Cyprus has not still officially adopted 6th AMLD, here is a graphic representation of the evolution of the EU Anti-Money Laundering Directives. It illustrates the timeline and progression from the First AMLD in 1991 to the Sixth AMLD in 2021. How do we continue to evolve in the face of new threats? As obliged entities, service providers within the European Union play a crucial role in upholding the robust anti-money laundering (AML) framework set forth by EU regulations. To maintain compliance and better serve their clients, these entities must implement rigorous due diligence procedures, including thorough customer identification, risk assessment, and ongoing monitoring of transactions. By staying informed about the latest directives and regulatory updates, service providers can adapt swiftly to evolving threats and regulatory expectations. This proactive approach not only safeguards against financial crime but also strengthens client relationships by demonstrating a commitment to transparency and security. Moreover, maintaining a high standard of professionalism and ethical conduct not only enhances trust but also positions service providers as reliable partners in the global marketplace. What more can be done to fortify our financial systems? The answer lies in continued innovation, cooperation, and a relentless pursuit of transparency and accountability. Elias Neocleous & Co LLC is dedicated to helping businesses and financial institutions navigate and implement these crucial AML measures within the EU. Our expertise ensures clients remain compliant and well-prepared for evolving regulations, safeguarding their operations and enhancing their market reputation. Authors: Dorina Mastora, Deputy Compliance Officer, and Kyriaki Stinga, Senior Associate

Xenia Kalogirou of Elias Neocleous & Co discusses the rise of the concept of Open Finance as incorporated in the Framework for Financial Data Access I) Overview On 28 June 2023, the European Commission (EC) published a set of legislative proposals on payment services; on the much anticipated introduction of a digital euro; and on the sharing of financial data. These proposals aim to modernise the financial sector, align with the ongoing digital transformation, cultivate data-driven innovation and promote a competitive digital ecosystem. Simultaneously, they also seek to safeguard consumers’ interests, ensure fair competition, and bolster security and trust. Apart from the third Payment Services Directive (PSD3) and the Payment Services Regulation (PSR), the legislative proposals included a Framework for Financial Data Access (FiDA), also commonly referred to as the Open Finance Framework (OFF). FiDA is a flagship initiative of the EU Digital Finance strategy, built upon the concept of customers’ permission to share their data. The concept was nurtured under the second Payment Services Directive (PSD2) through the ‘Open Banking’ framework and now incorporated in FiDA. While the current PSD2 has enabled customers to allow Payment Services Providers (PSPs) to access their payment accounts’ data for payment initiation and account information services, FIDA now goes even further and extends the ‘Open Banking’ concept by introducing ‘Open Finance’.  Under this broader perspective, customers will be able to exercise control over their data across all facets of financial services. This is expected to result in the introduction of new types of services, business models and operations while leveraging technology and external data sources. II) Scope In-scope customer data: The scope of customer data (Customer Data) under FiDA includes: mortgage credit agreements, loans and all other accounts which are not yet covered by PSD2 including balance, conditions and transaction details; creditworthiness assessments performed during a loan application process or a request for a credit rating; savings, investments in financial instruments, insurance-based investment products, crypto-assets, real estate and other related financial assets as well as the economic benefits derived from such assets; suitability and appropriateness assessment data under Markets in Financial Instruments Directive 2014/65/EU (MiFID) and Insurance Distribution Directive (EU) 2016/97 (IDD); non-life insurance products, with the exception of sickness and health insurance products; pension rights in occupational pension schemes and pan-European personal pension products. In-scope entities: FiDA applies to the following entities, with only limited exclusions, when acting as data holders or data users (DA Institutions): Credit institutions Payment institutions, including account information service providers (AISP) and exempted payment institutions under PSD2 Electronic money institutions, including exempted e-money institutions MiFID investment firms MiCA crypto-asset service providers Issuers of asset-referenced tokens Alternative investment fund managers (AIFMs) UCITS management companies Insurance and reinsurance undertakings Insurance intermediaries and ancillary insurance intermediaries Institutions for occupational retirement provision Credit rating agencies Crowdfunding service providers PEPP providers Financial information service providers (FISPs) III) Data Holders Data holders are the financial institutions listed in points (a) to (n) above (Financial Institutions), other than an AISP that collect, store and otherwise process Customer Data and must make available such data to the customer on request or from the data user (i.e. other financial institution) on the customer’s request. This access must be granted based on generally recognised standards. Data holders must provide customers with a permission dashboard to monitor and manage the permissions they provide to data users. The dashboard must provide the customer with an overview of each ongoing permission given to data users such as the name of the data user, the customer account, the purpose of the permission, the categories of data being shared and the period of validity of permission. In addition, the dashboard must allow the customer to withdraw and re-establish permissions given to data users and include a relevant record of withdrawn or expired permissions.  Finally, the dashboard must be “easy to find” in its user interface and provide clear, accurate and easily understandable information. The processing of Customer Data that constitutes personal data must be limited to what is necessary and for retention periods in accordance with the General Data Protection Regulation 2016/679 (GDPR). IV) Data Users and FISP Authorisation Data users are any of the DA Institutions which, following the permission of a customer, have lawful access to Customer Data. This means that only Financial Institutions and authorised FISPs are eligible for data access. The regulation describes the authorisation process for FISPs. FISPs must either be established in an EU Member State or designate a legal representative in the EU. This means that overseas firms that require access to Customer Data in the EU must have a written agreement designating a person based in the EU to act on their behalf. Similar to Open Banking, data users can only access the data with their customers’ permission, and only for the purposes and under the conditions specifically agreed to by the customers. For the purposes of effective management of Customer Data, a data user shall: not process any customer data for purposes other than for performing the service explicitly requested by the customer; respect the confidentiality of trade secrets and intellectual property rights; put in place adequate technical, legal and organisational measures in order to prevent the transfer of or access to non-personal customer data that is unlawful; take necessary measures to ensure an appropriate level of security for the storage, processing and transmission of non-personal customer data; not process customer data for advertising purposes, except for direct marketing; where the data user is part of a group of companies, Customer Data shall only be accessed and processed by the entity of the group that acts as a data user. V) Financial Data Sharing Schemes Data holders and data users will be required to join one or more Financial Data Sharing Scheme (FDSS) which will govern data access to Customer Data in line with FIDA and other EU rules. In addition, those schemes will be mandated to develop common standards for both data and technical interfaces to facilitate customer requests for data sharing. Unlike PSD2 open banking rules, FDSS introduces an important element: the establishment of a model to determine the maximum compensation that a data holder is entitled to charge. This compensation pertains to making data available through an appropriate technical interface for sharing with data users in accordance with common standards. Schemes must also set the contractual liability of its members and establish a dispute resolution regime to resolve disputes among scheme members and membership issues. The European Commission is tasked with setting rules to cover the event that a FDSS is not developed for a category of customer data. In this case, delegated acts would specify the common standards for the data and the technical interfaces allowing customers to request data sharing, the model for determining the maximum compensation that a data holder is entitled to charge for making the data available, and the liability of the entities involved. VI) Industry’s Position In recent years, while some financial institutions opted to merely comply with PSD2, others seized the opportunity to generate additional value for their customers by providing access to financial products and services other than payments using application programming interfaces (APIs). For instance, there are financial institutions developing APIs that allow their “clients across all segments to integrate them in their preferred applications and internal processes to improve financial decision-making and efficiency, but also in consumer applications to offer seamless experiences to their clients and generate new revenue streams for the business” (see The Paypers, Open Finance Report 2023, ING, The Open Banking Ecosystem in Action). Other use cases include the formation of partnerships between banks and data aggregators, as well as the emergence of consortiums with the aim to standardise the data exchange protocols. Consultancy firms have also developed various models to help financial institutions assess their Open Finance maturity. These models aim to highlight both strengths and weaknesses in capabilities, providing insights for exploring new income streams via Open Finance-related APIs. Additionally, they assist in ensuring compliance with FiDA requirements. Due to this evolving landscape, we are witnessing the emergence of advanced payment options like Buy Now, Pay Later and payment request API. Concurrently, new services such as comprehensive financial management, improved personalised services and e-invoicing for insurance, telecommunication, and utility bills, are unlocking and delivering added value to consumers. The continuous growth of Open Finance is largely inevitable. However, the velocity of that growth in individual countries depends on the extent that Open Finance is tailored to specific market considerations. VII) Implementation of FiDA Provisions of the FiDA will apply 24 months after FiDA enters into force, except for those relating to the FDSS and authorisation requirements for FISPs which will apply 6 months earlier. The timeline laid down by the European Commission is very ambitious. Establishing data-sharing agreements, developing and establishing data-sharing schemes and relevant standards, developing the governance structures of schemes, etc., will likely take significantly longer, as demonstrated by the implementation of the PSD2 framework. In order to ensure successful implementation across the financial sector, a more incremental approach would be both realistic and effective taking into consideration the technical complexities, the number of players involved and the significant implementation costs of implementing FIDA. The proposals of the European Commission will be reviewed by the European Parliament and Counsel. The Committee on Economic and Monetary Affairs (ECON) was appointed as the lead Committee to deal with the FiDA proposal. On 13 December 2023, ECON has published a draft report on FiDA by proposing certain amendments related to enhancement of customer trust, promotion of innovation and improvement of interoperability and supervision. This review constitutes only a starting point for ECON’s work on FiDA. Assuming that the texts are agreed upon by the end of 2024 or early 2025, the new regime is anticipated to go into effect in 2026. Author: Xenia Kalogirou, Senior Associate at Elias Neocleous & Co LLC

The Latin maxim audi alteram partem, meaning “listen to the other side,” is a fundamental principle of natural justice. It safeguards access to justice and ensures a fair hearing for all parties—not only those formally joined in legal proceedings but also third parties whose rights may be affected. Its origins can arguably be traced back to ancient Greece. The renowned orator Demosthenes noted that the Athenian judicial oath—attributed by some, albeit uncertainly, to Solon—required judges to listen equally to both the prosecutor and the defendant (καὶ ἀκροάσομαι τε καὶ τοῦ κατηγόρου καὶ τοῦ ἀπολογουμένου ὁμοίως ἀμφοῖν). Although the audi alteram partem principle is widely applied in judicial systems worldwide, limited exceptions exist. These usually involve circumstances of urgency, public safety, or national security. Such exceptions must, however, be reasonable, proportionate, and justified in context. Natural justice and procedural fairness demand that parties directly or indirectly affected by legal proceedings are given the opportunity to be heard and to challenge decisions or procedures taken in their absence. The Audi Alteram Partem Principle in Cyprus under the Old Civil Procedure Rules Under the former Civil Procedure Rules (CPR), specifically Order 48, Rule 8(4), it was stated: “Any person (other than the applicant) affected by an order made ex parte may apply by summons to have it set aside or varied and the Court or Judge may set aside or vary such order on such terms as may seem just.” In Ktoridis Giannakis v. Alpha Bank Cyprus Ltd (2014) 1 C.L.R. 1173, the Supreme Court of Cyprus affirmed: “It is a well-established principle in our legal system, expressed by the Latin maxim audi alteram partem, that the court does not issue an order without first hearing the other party. However, by way of exception, the legislator, in certain cases, allows the granting of ex parte relief… Order 48(8)(4), which follows O.48(8)(1), concerns every order that is issued ex parte. Its objective is evidently to provide the possibility of reconsidering a matter that was decided ex parte, when the person affected wishes to exercise their fundamental right to be heard…” Although this rule affirmed the principle of audi alteram partem, the interpretation of “any person” under Rule 8(4) was restrictive. In Heli-Air v. Drescher (1988) 1 AAΔ 234, the Court held that this phrase did not extend to third parties unless they had applied to be formally joined in the proceedings: “We agree with the learned trial Judge that paragraph 4 of rule 8 of Order 48 does not in general give the right to a third person to apply by summons for the discharge or variation of an interim order issued in proceedings in which such a person is not a party. We do not accept the argument that a reference to ‘any person’ covers a person in the circumstances of this case where no application to be joined as a party was made and where the very ownership and right of possession of the subject property were in issue and were sought to be determined by the Court in the course of determining an application for the discharge or variation of an interim order”. Similarly, in Koui v. Christodoulou (2010) 1 Α.Α.Δ. 401, citing Heli Air,  the Supreme Court reaffirmed: “The words ‘any person’ in O.48, r.8(4) do not extend to persons in respect of whom no application for joinder has been filed, in proceedings where the substantive issues remain open”. These aforementioned rulings were received by legal practitioners with skepticism as they created confusion and also complicated the procedure unnecessarily.[1] This is because, in practice, third parties affected by an ex parte injunction often had no real connection to the main dispute or were not directly (or even indirectly) targeted by any claims. To remedy this, several judges in the interests of natural justice and fairness did not follow the strict letter of Heli Air and permitted such third parties to intervene for the limited purpose of challenging the ex parte order, without needing to be joined to the main action.[2] For example, In Gerd Jakob v. Ivan Ivanovich Mazur (2015), the Court held: “Since the interlocutory injunction may directly affect the applicants’ property interests… it would be unfair not to allow them to intervene… solely for the purposes of the interlocutory injunction.” The Approach under the New Civil Procedure Rules of 2023 The new Civil Procedure Rules  which came into force in September 2023 have provided much-needed clarity in this respect and remedied what could be described as unsatisfactory situation. Today, a third party individual or corporate entity affected by an ex parte order can challenge it without first being joined as a party to the main action. The Court of Appeal recently confirmed this position whilst reviewing a decision where the first instance court had (falsely) rejected an application by an affected party to intervene in the proceedings. On appeal, the Court addressed both the old and new CPR regimes. It particularly referred to New Rule 23.14, which reads: “23.14. Application to set aside or vary an order issued without notice (1) Any party or person affected by an order issued on an application which was not served on them before the order was issued may apply to set aside or vary the order. (2) A person who is not already a party to the action does not need to become a party solely for the purpose of submitting an application under Rule 23.14(1)…” The Appeal Court emphasized that neither the law nor the new rules require a person affected by an order to become a party to the action in order to challenge it. This interpretation is consistent with the decision in the English case of Cretanor Maritime Co. Ltd v. Irish Marine Ltd [1978] 1 WLR 966 and also aligns with New Rule 23.1, which allows such persons to be appointed by the court as “respondents” to the application rather than formal parties.   Conclusion The new Civil Procedure Rules represent a major advancement in ensuring access to justice and correcting procedural ambiguities. By affirming that those affected by court orders—regardless of party status—have the right to be heard, the Rules reinforce the fundamental value of audi alteram partem principle. This development replaces a previously rigid and overly formalistic approach with one grounded in fairness, clarity, practicality and, of course, natural justice.   By Chrysanthos Christoforou (Partner) and Maria Keliri (Associate) Elias Neocleous & Co LLC   [1] It is the opinion of the authors that reading between the lines of Harazim Richard (2016) 1 AAΔ 2850 one could argue that the judgments of Heli Air and Koui (above) received also judicial criticism. [2] See 1. Chivas Holdings (IP) Ltd v. Γενικού Εισαγγελέα κ.ά  (2011), 2. Nikolas Koumenidis a.o. v. Gerrard Culbert a.o. (2009,) 3. Gerd Jakob v. Ivan Ivanovich Mazur  (2015),

The European Accessibility Act (EAA) (Directive (EU) 2019/882) made headlines recently for entering into practical application on the 28th June 2025, and thereby setting common accessibility requirements across the European Union for selected digital products and services.  While the EEA has been in the works for a while now, what is of more interest is its current scope, the feedback from the first months of implementation and of course, its relationship to the overall goals of the European Union. Conception Currently, around 87 million people in the EU have some form of disability – a bit over 1 out of 5. With about 20% of the Union’s population being part of these groups, it is perhaps no surprise that the European Accessibility Act has taken place. And yet, it was not a smooth ride. Accessibility obligations in the EU were not widespread nor unified at the beginning of the millennium. The basis which initiated stronger legal and political measures was none other than the very Charter of Fundamental Rights of the European Union (the ‘Charter’). Article 21 on ‘Non Discrimination’ and Article 26 of the Charter on ‘Integration of persons with disabilities’ were loud on the importance the EU is placing on persons with disabilities and their participation in the community, and they paved the way for the incoming changes. Still, it was not until the early 2010s that accessibility was identified as a key priority through the European Disability Strategy 2010-2020, that solid steps were beginning to be taken on an EU level. During that period, the conception of the EAA also took place, with the European Commission announcing their plans to introduce a common set of accessibility requirements across the EU to improve the functioning of the internal market while ensuring disability rights, and formalizing the proposal for the EAA in December 2015, which was subsequently adopted by the European Parliament and the Council in April 2019. The relevant laws, regulations and administrative provisions were to be adopted and published by all Member States until the 28th of June 2022, and three years later, implementation took place at the mentioned 28th June 2025. For Cyprus, the Act has been transpositioned into national law under The Accessibility of Products and Services Law of 2024 - L. 57(I)/2024 (the ‘Law’).   The EAA itself So, what are we looking at exactly? In essence, from the 28th of June 2025, new products and services relating to daily digital social functioning offered in the EU must be launched conformant with the Act, with the obligation being imposed to private sector organisations selling products or services to customers living in EU member states.  Existing products and services must be updated to comply by the 28th of June 2030. These products and services include: computers and operating systems ATMs, ticketing and check-in machines smartphones TV equipment related to digital television services telephony services and related equipment access to audio-visual media services such as television broadcast and related consumer equipment services related to air, bus, rail and waterborne passenger transport banking services e-books e-commerce Any businesses that trades in the EU, employing at least 10 persons with an annual turnover above €2 million, is most likely required to abide by the directive, whether they are: a service provider – any natural or legal person providing a service on the Union market or making offers to provide such a service to consumers in the Union a manufacturer – any natural or legal person who manufactures a product or has a product designed or manufactured, and markets that product under its name or trademark; an authorized representative – any natural or legal person established within the Union who has received a written mandate from a manufacturer to act on its behalf in relation to specified tasks; an importer – any natural or legal person established within the Union who places a product from a third country on the Union market ; a distributor – any natural or legal person in the supply chain, other than the manufacturer or the importer, who makes a product available on the market; The accessibility requirements for the relevant products and services are set out in Annex I of the EEA, and include requirements on the provision of information, the user interface and functionality design and support services. For example: Under Section 1, Paragraph 1(a)(i) of Annex 1 of the EEA, the information on the use of the product provided on the product itself (labelling, instructions and warning) shall be made available via more than one sensory channel and 1(a)(iii) be presented to users in ways they can perceive. Under Section 1, Paragraph 2(b) of Annex 1 of the EEA, the product, including its user interface, shall contain features, elements and functions, that allow persons with disabilities to access, perceive, operate, understand and control the product by ensuring that when the product uses speech it shall provide alternatives to speech and vocal input for communication, operation control and orientation; and 2(b)(ii) e-readers shall provide for text-to-speech technology; After taking note of the above points, Article 14 of the EAA must be considered. The legislators have placed emphasis on the concepts of fundamental alteration and disproportionate burden, since the mentioned accessibility requirements are only applicable in cases where complying with them: does not require a significant change in a product or service that results in the fundamental alteration of its basic nature; and Does not result in the imposition of a disproportionate burden on the legal or natural person. What happens in non-compliant cases that do fall under the scope of the EAA though? The obligation to create rules on penalties has been passed on the Members States themselves. Being guided to create ‘effective, proportionate and dissuasive penalties’ which ‘shall also be accompanied by effective remedial action in case of non-compliance’, the extent of implementation will most likely rely on the severity of penalties of each Member State. While expecting more leniency, it appears that there are currently severe penalties for non-compliance in Cyprus under Articles 36 and 38 of the Law, the ones being: Administrative fine up to EUR 10,000 for a first offense, Administrative fine of up to EUR 20,000 for additional offense, In case of a continuous offense, administrative fine of up to EUR 500 per day of continued offense, Imprisonment of up to two (2) years and/or administrative fine of up to EUR 20,000 for a first criminal offense; Imprisonment of up to three (3) years and/or administrative fine of up to EUR 30,000 Naturally, all fines are calculated based on the nature, severity and duration of the offense. Feedback so far, looming questions, and the next day While the EEA has been in the works for quite a while, it appears that awareness about its effects is at low levels. Back in March it was estimated that near 20% of affected companies were not aware of the Act, with similar numbers saying they weren’t prepared at all. Beyond the unawareness, it appears that there are technical challenges too, as changing existing digital infrastructure remains difficult and source intensive for many businesses, since most are lacking in-house accessibility knowledge required to be compliant with the EEA. Further, as enforcement of the act is handled independently by each Member State, despite having the same legal basis across the Union, it appears that the severity of the approach defers – especially when considering that various Member States lacked the initiation 28th June 2022 transposition, and therefore their procedures are likely to move slower. And that does bring some questions to mind: For providers operating across multiple member states, in case of non-compliance, is there a system in place in avoiding extensive penalisations? Is there enough available support and expertise to guide businesses through the relevant accessibility requirements for compliance? With rapidly evolving technologies, is the EEA catering for the long run or is it a short-term solution? Since there is an additional deadline in half a decade (28th June 2030) for existing products and services, there are some key steps that businesses ought to initiate, such as: Conducting accessibility audits, aligned with the EAA Training and upskilling their teams for sustainable accessibility practices Cooperating with experienced accessibility organisations that can offer an end-to-end approach to EEA compliance. Is the EAA aligned with the economic goals of the EU? It appears that we are once again finding ourselves in a, nowadays, very ‘European’ standstill, in between some key priorities of the Union – promotion of the very principles we are standing behind, and a desire for economic growth and expansion. The EU has been actively positioning itself as a globally competitive market – seeking to attract foreign direct investment (FDI) and innovative businesses by emphasizing the potential efficiency, digitalization and cross-border harmonization, and by increasingly providing additional benefits– perhaps a necessity in order to keep up with the ever-growing economies of the United States and China.  Unfortunately, despite posting an undeniable societal good, the EEA does add another layer of regulatory obligations for companies. Does Article 14 of the EAA guarantee that most companies won’t truly be affected? Perhaps. Perhaps though the EAA might act as a potential deterrent for companies that were leaning on the edge of an EU migration of their business. It is a fine line to walk. If the requirements are considered and implemented with enough flexibility and meaningful support for affected entities, a balance may be reached, allowing the EAA to drive forward innovation while promoting the key ethical considerations the EU was built upon. However, if it becomes – and most importantly, is perceived – as another regulatory requirement, it will simply be seen as an additional hurdle posed in front of the entrepreneurial momentum, with potential of undermining Europe’s attractiveness for investors and businesses.   For more information on the European Accessibility Act (EAA) feel free to reach out to Emilios Charalambous and/or Maria Aristidou.          

Introduction As part of a broader tax reform framework currently under public consultation, the Cyprus government has introduced a series of draft tax bills aimed, inter alia, at strengthening enforcement mechanisms for the collection of taxes and addressing repeated non-compliance. Among the legislative initiatives are proposed amendments to the Assessment and Collection of Taxes Laws of 1978 to 2025 (the “ACT Law”) and the Collection of Taxes Laws of 1962 to (No. 2) of 2024 (the “CT Law”). These proposals represent only one segment of a wider legislative agenda, which remains subject to further consultation and vetting. The full spectrum is expected to be assessed through the prism of maintaining Cyprus’s business appeal and competitive edge, while aligning efforts with international standards on transparency and tax evasion deterrence. Set out below is a summary of the key provisions in the enforcement-focused bills forming part of the ongoing tax reform initiative. Expanded Information-Gathering Powers (Amendment to Article 27 of the ACT Law) A key amendment to Article 27 of the ACT Law broadens the Tax Commissioner’s authority to obtain information. Previously limited to requesting data related to a person’s own tax affairs, the amended provision now explicitly permits requests for information regarding third parties if relevant. Importantly, this overrides any confidentiality obligations, including banking secrecy and professional privilege, thereby removing legal barriers that previously restricted access. Moreover, the Commissioner can mandate the form and method of information submission, including electronic formats designed for automated processing that support structured and automated processing by information systems. Business Suspension and Premises Sealing (New Article 32A of the ACT Law) The introduction of Article 32A grants the Tax Department the authority to seek judicial orders to suspend and seal business premises for serious and repeated tax non-compliance. Grounds include persistent breaches of tax obligations, failure to issue required invoices or receipts (in at least three transactions or one exceeding €500), and obstructing audits through threats or force. Initial suspension lasts 48 hours but can be extended. This enforcement tool marks a significant departure from prior practice, introducing a public, quasi-criminal sanction within a civil tax framework. While such powers are relatively uncommon in the EU, comparable measures exist in Greece and Italy, targeting VAT fraud and failure to issue receipts. Electronic Service of Tax Indictments (New Article 47A of the ACT Law) Article 47A facilitates the electronic service of indictments in tax offence cases. For legal entities, service may extend to persons identified as responsible for the offence, whether the indictment concerns those persons personally or the legal entity, provided these persons have a registered account in the Tax Department’s electronic system. Mandated Electronic Payments for Rent (New Article 48A of the ACT Law) To improve traceability of large transactions, Article 48A requires that rent payments of €500 or more per month for immovable property in Cyprus be made via bank transfer, card, or other recognised electronic payment methods.   Broader Criminal Liability for Legal Persons (Amendment to Article 51A of the ACT Law) The amendment to Article 51A expands criminal liability for tax offences committed by legal entities. Currently, liability applies to executive directors, board members, and financial officers where fraudulent intent is shown. The proposed addition introduces a “piercing the corporate veil” approach: where the director or officer (expanded to include any member of the board of directors, receiver, administrator, and liquidator) of the offending entity is itself another legal person, liability will also attach to the directors or managing officers of that second entity, continuing in this manner until a natural person is identified. Furthermore, the proposed new subsection (3A) establishes that any individual found criminally liable under this provision will also be jointly and severally liable with the legal entity in any related civil proceedings. Preventing Evasion via Deregistration and Officer Changes (New Article 53A of the ACT Law) Article 53A aims to prevent legal entities from avoiding tax obligations by deregistering or changing their directors or officers in the Companies Registrar. Specifically, if a legal person owes taxes, has failed to file tax returns, or is under tax investigation or audit, any deregistration or change – including retrospective changes – of the legal person or its directors and officers in the Companies Registrar will not be recognized for the purposes of tax enforcement under this law. Lien on Shares for Unpaid Taxes (New Article 9F (9ΣΤ) of the CT Law) New provisions empower the Tax Commissioner to register a lien on shares owned by persons who fail to pay taxes exceeding €3,000 within 30 days of the due date, unless alternative arrangements apply. This lien, registered with the Companies Registrar, prevents share transfers until removed. Affected persons are notified and may object or apply to Court within 30 days. The Court’s review will exclude consideration of the tax’s validity or amount. Procedures for registering and removing liens will be prescribed by official notice, and the lien may be discharged through a negotiated settlement. Transfer of Property in Lieu of Tax Debt (New Article 9Z of the CT Law) For tax debts over €10,000, the Minister of Finance may, upon recommendation by the Tax Commissioner and approval by the Minister of Finance, accept unencumbered immovable property in settlement. The property is valued by the District Land Officer, whose assessment is final and binding on the owner. The transfer proceeds only if the value is within 20% of the debt; surplus amounts are refunded or retained (refundable after five years if unused) as credit for repeat offenders. If the value is lower, owners must cover the shortfall. Regulations will govern this process and the roles of the relevant authorities. Effective Date These amendments are proposed to enter into force on 1 January 2026 on condition that these are approved and voted in favour by the House of Representatives. Conclusion It is essential that the implementation of the broader powers granted to the Tax Department is guided by the principle of proportionality. While the objective is to target deliberate non-compliance, it is equally important to preserve legal safeguards and protect taxpayer rights. As these proposals are currently under public consultation, there is scope for dialogue and refinement, thus providing an opportunity for an appropriate balance to be struck between effective enforcement and fair treatment, ensuring that measures introduced are both robust and equitable.

Introduction Cyprus has steadily strengthened its tax framework in line with evolving international standards on transparency, substance, and anti-avoidance. Through a series of legislative and policy reforms, the country has signaled its clear commitment to responsible tax practices and global cooperation. An integral part of this evolution is the introduction and recent expansion of withholding tax (WHT) measures targeting payments to jurisdictions deemed high-risk from a tax perspective. These developments mark a continued shift toward reinforcing substance and tackling aggressive tax planning. Cyprus’s Evolving Approach to Substance and Anti-Avoidance As a result of the General Anti-Abuse Rules (GAARs), Cyprus has already incorporated the anti-avoidance provisions of the EU Parent-Subsidiary Directive GAAR (Directive 2015/121/EU – PSD GAAR) into domestic law, effective from 1 January 2016. This gives the tax authorities the power to disregard artificial or fictitious transactions and to withhold the corporate tax exemption on dividends received by companies in Cyprus from elsewhere in the EU if the dividend is treated as a tax-deductible expense in the accounts of the company paying it (so-called “hybrid mismatches”). Such dividends will instead be taxed as normal business income at the standard corporate rate of 12.5%. By adopting key initiatives such as the OECD’s Base Erosion and Profit Shifting (BEPS) Action Plan, the EU Anti-Tax Avoidance Directive (ATAD), and the Multilateral Instrument (MLI), Cyprus has reinforced its commitment to combating aggressive tax planning and promoting tax cooperation. The ATAD, which Cyprus has transposed into domestic law, introduces a comprehensive set of rules aimed at curbing tax avoidance practices within the EU. These include Controlled Foreign Company (CFC) rules designed to attribute income from low-taxed foreign subsidiaries back to the parent company, exit taxation provisions that tax unrealized capital gains when assets are transferred out of the tax jurisdiction, and measures to counter hybrid mismatches that exploit differences in tax treatment between jurisdictions. Cyprus implemented the first wave of ATAD provisions, including interest limitation rules, CFC rules, and GAARs, from 1 January 2019, with exit taxation and hybrid mismatch rules phased in subsequently. Further, Cyprus has implemented measures requiring entities providing financial assistance to demonstrate economic substance. Cyprus was an early adopter of the OECD MLI, ratifying it on 23 January 2020. The instrument of ratification was published in the Official Gazette on 22 January 2020. The MLI entered into force for Cyprus on 1 May 2020, enabling the swift implementation of multiple treaty-related measures designed to prevent treaty abuse and enhance the effectiveness of tax treaties. The MLI introduced critical treaty-based anti-abuse provisions, most notably the Principal Purpose Test (PPT) (Article 29), which seeks to disallow tax treaty benefits where one of the principal purposes of an arrangement or transaction was to obtain such benefits. The PPT is designed to avoid penalizing structures with legitimate business objectives; the OECD clarifies that the presence of treaty benefits alone is insufficient to trigger denial if the arrangement has a core commercial rationale, such as operational presence, investment considerations, or regulatory alignment. Cyprus has introduced a two-phase WHT regime on outbound payments to protect its tax base. Phase I (effective 31 Dec 2022) imposes WHT on dividends (17%), interest (17% from 1 Jan 2024), and royalties (10%) paid to associated entities in jurisdictions listed in Annex I of the EU list of non-cooperative jurisdictions for tax purposes. Phase II (effective 1 Jan 2026), under Laws 47(I)/2025 (amending The Income Tax Law (118/(I)/2002)) (Income Tax Law) and 48(I)/2025 (amending the Special Defence Contribution Law (117(I)/2002)), extends these rules to low-tax jurisdictions (corporate tax below 6.25%), applying 17% WHT on dividends and disallowing deductions for interest and royalties. Law 49(I)/2025 (amending The Tax Assessment and Collection Law of 1978 (Law 4/1978)) (TAC Law) introduces an obligation to retain appropriate supporting documentation for such payments and penalties for non-compliance, while reinforcing anti-avoidance provisions. Cyprus must also renegotiate tax treaties with these jurisdictions within three years of their classification as low-tax or EU non cooperative, under amendments to the Income Tax Law. Both phases apply to permanent establishments and are supported by a GAAR empowering tax authorities to disregard artificial arrangements. Broader Tax Framework and International Cooperation Cyprus’s approach is underpinned by the “substance over form” and “business purpose” doctrines, enabling tax authorities to reclassify artificial or fictitious transactions. The domestic GAAR, incorporated through amendments to the TAC Law in line with EU Mutual Assistance Directive 77/799/EEC, apply to both local and cross-border transactions involving residents and non-residents. Additionally, Cyprus participates actively in international information exchange frameworks and has restructured preferential regimes, including its IP Box, to meet substance and anti-abuse criteria. While it is anticipated that Cyprus will soon issue formal guidelines on substance, its actions align with the standards set by the EU’s Intergovernmental Code of Conduct Group on Business Taxation (CoCG) for determining substance and combating harmful tax measures. Collectively, these steps reinforce Cyprus’s commitment to ensuring that treaty benefits are only available to genuine economic activities and real business presence, positioning the jurisdiction as fully cooperative and transparent in the evolving global tax landscape. Conclusion Existing and new structures will need to ensure and display the by now known, globally accepted “substance” requirements. Cyprus tax resident companies must ensure that their interests are protected via the application of the relevant objects and purposes of the international treaties and requirements imposed therein. Failure to adhere to these requirements may result, inter alia, in recharacterisation of incomes, loss of treaty benefits, double taxation, enhanced rates of WHTs —including the recently expanded WHT on outbound payments to companies in EU non-cooperative and low-tax jurisdictions—monetary penalties/prosecutions, and the application of CFC rules. In light of these developments, clients are advised to review their structures and assess how and to what extent these changes may impact them. Author Elena Christodoulou

Elias Neocleous & Co LLC(ENC) was once again at the forefront of the 2025 CG Summit Cyprus, a notable gathering hosted by the Legal500, which saw the participation of legal professionals, industry experts, and key decision-makers from across the country.  The panel discussion of ENC focused on the newly implemented Digital Resilience Operational Act (DORA), its applicability and technical specifications, alongside the potential impact of such technological compliance regulations. Moderated by ENC partner, Andrea Kallis Parparinou, the panel discussion featured Michael Ioannou, Chief Information Officer at ENC, Emilios Charalambous – Associate at ENC, and Sofia Savva, Head of Legal & Corporate Governance at Societe Generale Bank Cyprus. Kicking things off by pinpointing the increase in digitalization and cyber threats, Andrea remarked that “The ever-increasing reliance on tech is directly connected to the increasing risk of exposure to technology and the EU wants to regulate these ICT related risks”, before Emilios Charalambous provided the audience of 100+ legal professionals with the background rationale of DORA coming into play, its current scope and the potential penalties, explaining that “by taking a wide view, we are looking at an act that’s been implemented in an attempt to address the growing cybersecurity risks and operational challenges faced by the financial sector due to digital transformation”. Michael Ioannou’s technical expertise showcased the key pillars of the act and the considerations that should be kept in mind when dealing with its compliance requirements, and set out the preexisting compliance standards that would support a company’s operations regardless of whether they fall within the scope of the act or not. The experience of Sofia Savva in the banking industry was a vital addition to the panel, as her perspectives provided insights into the internal thinking process and approach of an established financial entity, remarking that “While banks are making progress, some key challenges remain such as the high implementation costs (investing in new cybersecurity and compliance tools), managing compliance across multiple ICT service providers and regulatory uncertainty.” Overall, all panelists in combination provided valuable insights and practical advise necessary for the rapidly growing technological regulation industry. Moving forward, ENC continues to prioritise legal excellence, focusing on delivering strategic advice and innovative solutions. The Summit once again highlighted our commitment to a forward-thinking approach, helping our clients navigate the changing legal landscape whilst planning proactive actions rather just reactive compliance. For further information or inquiries, please contact Andrea Kallis Parparinou at [email protected]

In a groundbreaking decision issued by the Cyprus Labour Disputes Court on 27/3/2025, application 260/2018, it was recognized for the first time that employees on indefinite contracts fall within the scope of European Directive 1999/70/EC and can invoke unfair discrimination concerning their pension benefits. As the courts of an EU member state, Cypriot courts respect and apply European law, ensuring the protection of citizens’ rights and compliance with the obligations arising from EU directives. This ruling reaffirms the importance of aligning national legislation with European law and guaranteeing equal treatment for employees. The case was handled by the firm’s partner/lawyer George Tsardellis and associate/lawyer Kriton Dionysiou. For a more in-depth analysis of this topic, please reach out to George Tsardellis or Kriton Dionysiou

At Elias Neocleous & Co LLC, we are dedicated to recognising and advancing talent based on innovation, expertise, and leadership. We are very proud to announce the well-earned promotions of the following individuals to senior positions within our firm. Each of these professionals has demonstrated exceptional skill, acumen, mentorship, and guidance, making significant contributions to our firm's success and growth. Promotion to Advocate / Partner Kyriaki Stinga Since joining the firm in 2012, Kyriaki has demonstrated exceptional leadership in managing the Corporate & Commercial department, one of the firm’s largest practice areas, while mentoring team members. She brings extensive experience in corporate and commercial law, with a particular focus on cross-border transactions, including acquisitions, mergers, divisions, and re-domiciliations. Throughout her tenure, she has advised on numerous high-value, multi-million-dollar transactions. Promotion to Advocate / Counsel Marina Joud Marina has extensive experience in civil, corporate, commercial, and banking litigation, as well as international trade, torts, company liquidation, and forex litigation. A member of the firm since 2007, she has successfully represented the special administrator of a major financial institution in numerous litigation cases filed by depositors across Cyprus and has acted on behalf of one of the country’s largest forex trading companies in complex disputes. Marina has also represented international banks in asset recovery cases, achieving full recovery of stolen funds. Additionally, she represents the Limassol Municipality in their various cases. Christiana Pyrkotou A member of the firm since 2010, Christiana specialises in civil, corporate, and commercial litigation, with a focus on contract law, shareholder and joint-venture disputes, derivative actions, international trade, torts, and company liquidation. She has advised and represented national and international clients in complex court proceedings, including Mareva injunctions, disclosure orders, and multi-jurisdictional disputes. Christiana also has extensive experience in asset recovery, enforcement of foreign judgments, and advising creditors on liquidation and debt collection procedures. Vassilis Psyrras Vassilis Psyrras has extensive experience in admiralty claims, ship and project finance, debt restructuring, yacht leasing, and corporate and commercial matters. His background in commercial roles with Piraeus-based shipping companies, including seagoing experience as a cadet officer, gives him unique insight into the operational and commercial needs of the shipping industry. With the firm since 2016, Vassilis has advised major banks, shipowners, and financial institutions on complex transactions and disputes, representing clients in high-value litigation and arbitration proceedings. Elena Christodoulou Elena Christodoulou is a specialist in corporate and tax law, with a strong focus on international and European tax law, EU regulatory compliance, and private client advisory. With extensive experience in cross-border tax structuring and complex transactions, she provides strategic counsel to blue-chip corporations and high-net-worth individuals. Her expertise spans corporate tax planning, trust law, and wealth management, making her a trusted advisor in the field. A sought-after speaker at international tax and regulatory panels, Elena also contributes to leading industry publications. Her deep knowledge, strategic acumen, and ability to navigate intricate legal matters make her an invaluable asset to the firm. Promotion to Advocate / Senior Associate Aimilia Efstathiou Aimilia Efstathiou has established herself as a pivotal member of the litigation team, since joining the firm in 2016, consistently demonstrating exceptional legal expertise and a strategic approach to complex disputes. Recognized for her proficiency in high-value commercial litigation, she provides strategic legal counsel across a broad spectrum of commercial law matters, including contract and tort law, shareholders’ disputes, trust law, and jurisdictional issues. Her deep understanding of commercial litigation, sharp analytical skills, and unwavering commitment to excellence make her an indispensable asset to the firm. Promotion to Senior Legal Counsel / Head of India Desk Motaher Chowdhury Motaher Chowdhury has extensive expertise advising international clients, multinational corporations, and private clients on a broad spectrum of corporate and commercial matters. Since joining in 2009, he has been involved in corporate structuring, tax-efficient planning, and cross-border transactions. His strategic counsel has been key in navigating complex legal frameworks, ensuring strong corporate governance, and facilitating seamless operations. Recognized as a leading India specialist, Motaher heads the firm’s India Desk, advising businesses and investors on cross-border structuring, compliance, and market entry. His expertise and strong connections with top Indian firms has contributed to the firm’s continued growth and recognition in this area. Advancing diversity in leadership roles These promotions are a testament to merit, excellence, and dedication. Each of these individuals has demonstrated outstanding commitment to our firm, our clients, and the legal profession, earning their place in senior roles through their expertise and hard work. At Elias Neocleous & Co LLC, we are committed to fostering a strong, diverse and dynamic leadership team where talent thrives, enhances our ability to deliver excellence and strengthens our capacity to serve our clients at the highest level. Join us in congratulating these individuals on their well-deserved promotions! Their success is an inspiration, and we look forward to their continued impact on our firm’s future.

Cyprus is showing its commitment to global tax transparency with the implementation of the Common Reporting Standard (CRS). The CRS, developed by the Organisation for Economic Co-operation and Development (OECD), facilitates the automatic exchange of financial account information in tax matters between participating jurisdictions, aiming to combat tax evasion and enhance global tax compliance. Cyprus is a participating jurisdiction under the CRS for many years now, in fact its first annual automatic exchange of financial accounting information under the CRS took place in September 2017 regarding the 2016 tax year. The “Guidance notes on the automatic exchange of financial account information” issued by the Cyprus Tax Department (“TD”) stipulate the relevant requirements regarding trusts categorized as either financial institutions or passive non-financial entities so that compliance with the CRS reporting obligations can be achieved. Below is an overview of the key developments, including recent clarifications from TD. CRS overview and Cyprus participation The CRS was adopted in Cyprus under the Law on Administrative Cooperation in the Field of Taxation (Law 205(I) of 2012), which mandates the automatic exchange of financial information between participating jurisdictions. In accordance with the CRS, Cyprus requires all reportable financial institutions within its jurisdiction to identify and report financial account holders' information to the TD on annual basis, where such account holders are reportable jurisdiction persons. The TD is responsible for ensuring that this information is accurately reported and exchanged with other participating jurisdictions under the CRS. Classification of trusts under the CRS Under the CRS, trusts are considered as Entities and are categorized as either Financial Institutions (FIs) or Non-Financial Entities (NFEs), depending on their activities and structure. A trust as a Financial Institution: Most often a trust will be a FI if it has gross income primarily (more than 50%) attributable to investing, reinvesting, or trading in Financial Assets and is managed by another Entity that is a FI. The words “managed by” imply that the FI has some discretionary authority to manage the assets of the trust, either in whole or in part. In practice the words “primarily attributable to investing ….” imply that gross income attributable to the said activities of the trust should amount to 50% or more of the trust’s gross income during the shorter of: The three-year period ending on 31 December of the year preceding the year in which the determination is made; or The period during which the trust has been in existence. A trust as a Non-Financial Entity If a trust does not meet the criteria to be an FI, it is considered a Non-Financial Entity (NFE). These trusts are further categorized into Active and Passive NFEs. Passive NFEs have additional reporting requirements, especially regarding the identification of their controlling persons as these are defined under CRS guidelines. The account of a trust which is a passive NFE and which has a financial account with a reporting FI will be reportable either if (i) the trust is a reportable person; or (ii) the trust has one or more controlling persons that are reportable persons. Recent clarifications and key updates from the TD On January 31, 2025, TD issued a detailed announcement (Announcement 19112/2024) addressing several key aspects of the CRS's application to trusts and requiring all Cyprus-resident trusts to complete relevant CRS questionnaire and submit it to the TD irrespective of whether there is an obligation to report, which will then exchange the information with other participating jurisdictions. The TD has extended the deadline for submitting the questionnaire until March 31, 2025, to provide trusts more time to comply. Implications for trustees and beneficiaries Trustees of Cyprus-resident trusts need to ensure compliance with the CRS by: Determining whether the trust qualifies as a FI or a Non-Financial Entity. Gathering and maintaining accurate records regarding the tax residency of the trust’s account holders and beneficiaries. Submitting the required reports to the TD by the extended deadline. Non-compliance with CRS obligations leads to significant penalties and heightened scrutiny from tax authorities, starting from as far back as the tax year 2016 (the first year of reporting). Trustees should stay informed and seek professional guidance to ensure they meet their international tax reporting obligations. Conclusion The latest developments in CRS implementation highlight Cyprus's commitment to international tax transparency. Cyprus not only contributes to enhanced tax transparency but also demonstrates its alignment with global standards, reinforcing its efforts to ensure consistency across jurisdictions and a coordinated approach to tax compliance. Trusts that are deemed to ‘operate’ in or through Cyprus must comply with the new regulations to ensure smooth operations under the global tax framework. Proper understanding and adherence to CRS requirements are crucial for trustees and beneficiaries to navigate the increasingly complex landscape of international tax reporting. Authors: Elias Neocleous, Michalis Loizou, Adonis Zachariou , Elias Neocleous & Co LLC

Elias Neocleous & Co LLC is delighted to announce its recognition as Mediterranean Law Firm of the Year 2025 at the prestigious Citywealth International Financial Centre (IFC) Awards. The awards ceremony took place on January 28th at One Moorgate Place in the City of London, bringing together over 120 of the world’s leading wealth advisors and private client experts. Now in their fourteenth year, the Citywealth IFC Awards celebrate excellence in the private wealth sector across major international financial centres. The event was hosted by The Rt Hon. The Lord Brady of Altrincham, with a distinctive Scottish touch added by a kilted bagpiper in honour of Burns Night. The awards, established by Citywealth CEO Karen Jones in 2010, recognise the highest standards of service and expertise within the industry. An international panel of distinguished practitioners from various sectors rigorously assessed this year’s nominees, ensuring that winners represent the very best in the field. The accolade reaffirms Elias Neocleous & Co LLC’s position as a leading force in the Mediterranean legal landscape, known for its exceptional expertise and delivery of innovative solutions to its clients. Managing Partner Elias Neocleous, who attended the event in person, expressed his pride in receiving this esteemed award: “It is an immense honour to be recognized as Mediterranean Law Firm of the Year by Citywealth. This award highlights the hard work, dedication, and excellence of our entire Private Wealth team. We remain committed to delivering world-class legal services to our clients and to driving innovation in the private wealth sector.” We extend our sincere gratitude to Citywealth, the esteemed panel of judges, and our clients for their trust and support. This recognition strengthens our resolve to continue setting new benchmarks in legal excellence.  

We are honored to announce that Elias Neocleous & Co LLC (ENC) has been recognized for the 6th consecutive year in the prestigious GRR100 list, as published in the 2024 edition of Global Restructuring Review (GRR). This guide highlights the world’s leading law firms in cross-border restructuring and insolvency matters. GRR is a highly regarded resource for global news and analysis on restructuring and insolvency law, offering valuable insights into trends, key players, growth opportunities, and emerging challenges. We are proud to represent Cyprus in this distinguished ranking of top firms worldwide that demonstrate exceptional expertise and experience in these critical areas. ENC Managing Partner Elias Neocleous commented, “Earning a place on the GRR100 list for the sixth consecutive year reflects our firm’s unwavering commitment to excellence and innovation in cross-border restructuring and insolvency. It is a recognition of the hard work and dedication of our exceptional team, whose achievements continue to set a high standard in the industry. This accolade motivates us to further enhance our capabilities as we look forward to continued success in 2025 and beyond. For further details about our restructuring and insolvency services or the GRR100 listing, please reach out to ENC Partner Demetris Roti or your usual contact at Elias Neocleous & Co LLC.  

Elias Neocleous & Co LLC is pleased to announce its achievement of ISO/IEC 27001:2022 certification for Information Security Management.This significant accomplishment reflects the firm’s dedication to maintaining rigorous standards for data protection, client confidentiality, and resilience against emerging cyber threats. It is worth noting that this achievement was accomplished entirely through the internal resources and functions of the firm. Its dedicated team worked diligently to ensure the Confidentiality, Integrity, and Availability of the firm's digital infrastructure and data. This approach highlights the firm's strong commitment to leveraging its internal expertise and capabilities to achieve the highest standards of security. In today’s digital landscape, where the prevalence and sophistication of cyber threats continue to rise, the importance of safeguarding sensitive information cannot be overstated. The legal profession, entrusted with highly confidential and critical data, must uphold the highest levels of security to mitigate risks and ensure the trust of its clients. This milestone solidifies Elias Neocleous & Co LLC’s reputation not only as a leader in the legal sector but also as an innovator in integrating advanced compliance and security protocols into our operations. The ISO 27001 certification confirms that the firm’s information security management system has been independently assessed and meets globally recognized best practices. This structured approach ensures that all data, particularly client information, is handled with the utmost care, minimizing vulnerabilities while enabling swift and effective responses to potential risks. Cybersecurity is no longer an ancillary concern, it is integral to ensuring privacy and protecting the integrity of both client information and professional operations. Through the adoption of ISO 27001 standards, Elias Neocleous & Co LLC underscores its commitment to managing risks proactively, implementing robust measures to detect and mitigate threats, and fostering a culture of vigilance across all areas of its operations. This certification is more than an accreditation, it is a reflection of the firm’s core principles of integrity, accountability, and confidentiality. In an environment where the legal and regulatory frameworks surrounding data privacy are increasingly stringent, compliance with these standards further demonstrates the firm’s alignment with international best practices and its responsibility to its clients and stakeholders. Elias Neocleous & Co LLC views this achievement as part of its ongoing commitment to continuous improvement, particularly in adapting to the challenges of a rapidly evolving digital and regulatory environment. By prioritizing information security and privacy, the firm reinforces its role as a trusted partner in safeguarding not only legal interests but also the sensitive information entrusted to its care.  

Elias Neocleous & Co LLC proudly announces its outstanding achievement in the IFLR1000 2024 rankings.The firm has been awarded a Tier 1 ranking in the field of financial and corporate law, affirming its status as a leader in Cyprus’ legal sector. This recognition reinforces our dedication to delivering exceptional legal services and maintaining excellence in an increasingly competitive and dynamic legal environment. Notably, four of our lawyers have also been honoured with distinguished recognition from IFLR1000 for their professional expertise and contributions. Managing Partner Elias Neocleous has earned the prestigious ‘Market Leader’ rating, while Partner Costas Stamatiou has been acknowledged as a ‘Highly Regarded’ lawyer. Additionally, Partner Demetris Roti and Senior Legal Counsel Michael Pelosi have both been recognised as ‘Notable Practitioners’. IFLR1000, a leading international legal market research brand, annually ranks the top law firms and lawyers in financial and corporate law globally, based on transactional evidence and client feedback. The accolades received by Elias Neocleous & Co LLC reflect the firm’s ongoing commitment to providing the highest standards of service and achieving client satisfaction, even in the most complex legal matters. We extend our sincere thanks to our clients for their ongoing support and positive feedback, which has undoubtedly played a key role in this recognition of our firm as a premier provider of strategic legal solutions. For more information, please contact your usual contact at Elias Neocleous & Co LLC.  

We are excited to share that Elias Neocleous & Co LLC (ENC) has once again earned a Tier 1 Ranking in three distinguished categories, Tax, Tax Controversy and Transfer Pricing in ITR World Tax Rankings 2025, a leading global guide to top-tier tax firms. Significantly, ENC continues to be the sole firm among Cyprus’ law firms and Big Four accounting firms to achieve recognition across all three categories. In addition, Elias Neocleous, ENC Managing Partner, and Kyriacos Xenophontos, Partner, have received Highly Regarded recognition, while Senior Associate Elena Christodoulou, Associate Alexis Christodoulou, and Legal Consultant Fabian Cabeza have been awarded Rising Stars in Cyprus status, reflecting the firm’s dedication to nurturing top talent and maintaining excellence in legal and tax services across all levels. ITR World Tax is a distinguished industry publication, providing rankings and profiles of the most effective tax practitioners worldwide, covering 155 jurisdictions located on every continent. The rankings also include law firms, consultancies, and advisory groups in which many tax practitioners work, to ensure the broadest reach of any guide covering the global tax market. As part of its independent analysis, ITR World Tax secured feedback from more than 29k clients and 5,3k practitioners from countries across the globe. ITR World Tax’s recognition emphasises the remarkable skill and dedication of ENC’s Tax Planning and Advanced Business Structuring team in resolving complex tax and legal matters, and in setting new benchmarks within their domain. The ITR World Tax Rankings 2025 may be viewed here.