GIORGOS LANDAS LLC

WHAT IS INTELLECTUAL PROPERTY? Intellectual Property (IP) refers to creations of the mind, such as inventions, literary and artistic works, designs, symbols, names, and images used in commerce. IP gives creators exclusive rights over the use of their creations for a certain period, encouraging innovation and creativity. There are several types of intellectual property namely trademarks, copyright, patent and industrial design. WHY IP SHOULD BE REGISTERED AND/OR PROTECTED? Registering and protecting Intellectual Property (IP) is crucial for several reasons, offering both legal and practical advantages to individuals, businesses, and society. Specifically, it offers the holder of the IP right legal protection and exclusive rights. The holder of the IP right is granted the exclusive right to use or sell or license or exploit their creation in any other way. In the event that the holder’s IP right is infringed, the IP holder shall have the basis to file a legal action, to claim damages or even request the cessation of unauthorized use of the registered and/or protected IP right. Additionally, it offers the holder of the IP right economic benefits, encouragement of innovation and brand recognition. To conclude, by protecting IP, the creators and businesses alike ensure that their investments in R&D, innovation and creativity are safeguarded, creating an environment that fosters continuous progress and development. UNDERSTANDING TYPES OF IP? Understanding the different types of Intellectual Property can assist the proprietor to choose the most appropriate protection. A trademark (TM) is a unique element or combination of elements used to differentiate and/or distinguish the products or services of one business from those of other businesses, such as words, person’s names, drawings, letters, numbers. Illustrations, colors, shape of product, shape of packaging. A copyright is the protection of the work of a creator, such us novels, stories, articles, drawings, woodcuts, sculptures, photographs, computer programs, animations, databases etc. Copyright is acquired automatically, without the need to file the work or apply to any authority and the exploitation right can be exercised automatically. A patent is an IP right over an invention, such as discoveries, schemes, aesthetic creations etc. An industrial design refers to the external appearance of a product, either in whole or in part, which results from specific features such as outline, shape, form, colors, texture etc. For further assistance on choosing the most suitable type of IP according to your needs and/or requirements, you may visit the following link and complete the available questionnaire: https://www.intellectualproperty.gov.cy/en/450 . For specialized advice and registration you should contact a licensed legal professional. WHAT ARE THE CLASSES OF A TRADEMARK? Products and services for which trademark registration is sought are categorized into different classes. The Nice Classification, established by the Nice Agreement and periodically updated, serves as the system for organizing these categories. The Nice Classification includes 45 classes in total, with classes 1 through 34 covering certain goods and classes 35 through 45 encompassing services. Each class is assigned a title that provides an indicative description of the products or services it includes, along with explanatory notes to clarify the terms used. HOW IS IP PROTECTION ACQUIRED – REGISTERING A TRADEMARK Almost all kinds of IP Rights can be protected through the submission of an application for registration (copyrights are an exception since they are automatically protected from the creation of them). Specifically, trademarks may acquire protection through the submission of an application for registration either to a national intellectual property office, the European Intellectual Property Office (EUIPO) or the Word Intellectual Property Office (WIPO). It is important to note that the registration of any TM requires the appointment of a lawyer as representative. An essential step prior to the submission of a TM application would be a preliminary search on relevant TM databases/registers to ensure the availability of the TM that interest each client, avoiding any possible resemblance with other TMs that are already registered and/or have pending applications with the same classes. Finally, crucial to the registration of TM is choosing the right classes that correspond to the nature of the goods and/or services under each mark that interest each client. Upon execution of such preliminary search and submission of the application for registration of the TM, the relevant Intellectual Property Office either accepts or declines or returns the application to the applicant, for the latter to cure any irregularities emerged from the submission of the application (if curable). Once the application is accepted, the TM is published to the Government’s Gazette and/or official registry of TMs for oppositions by anyone with legitimate interest, such as anyone who has a similar and/or identical TM already registered. The period in which the TM is published and able to receive opposition is 3 (three) months from the publication. In case the newly published TM receives an opposition within that period of three months, then the opposition procedure begins. This procedure consists of the cooling off period, where the parties may resolve the IP dispute bilaterally. If not, the opposition proceeds normally with the submission of the arguments and exhibits of each party supporting their case and finishes with the issuance of a decision from the relevant intellectual property authority. In case the published TM receives no opposition within that timeframe it is registered as per the submitted application. DURATION OF IP PROTECTION? Copyright: seventy (70) years from the death of the creator or of the last of the co-creators. In case of musical composition, seventy (70) years from the death of the last surviving among the lyricist and the composer. Trademark: 10 years from registration, renewal available. Patent: Annual renewal, beginning from the third year of registration Industrial Design: 5 years from registration, renewal available.   Author: Styliana Lefkiou, 04 November 2024 Content supplied by Giorgos Landas LLC

In recent years, the legal landscape in Cyprus has undergone transformative changes aimed at modernizing the judicial process and tackling inefficiencies that have plagued the resolution of civil disputes. Among the most significant reforms is the introduction of mandatory mediation for civil disputes involving claims of up to €10,000. This initiative is a cornerstone of broader efforts to promote alternative dispute resolution (ADR) methods, reduce the overwhelming backlog in Cypriot courts and encourage parties to resolve their differences amicably. The implementation of mandatory mediation for civil disputes up to €10,000 is grounded in the Law on Mediation in Civil and Commercial Matters (Law 159(I)/2012), which aligns with the European Directive 2008/52/EC on Mediation. Specifically, with a bill which is amending the Law No, 159(I)/2012 and has been approved on the 3rd of January 2025 by the Council of Ministers, recourse to mediation becomes mandatory for financial disputes of up to €10,000 before the interested parties decide to proceed to court and take legal actions.  The bill introduces specific mechanisms to ensure compliance and enhance the efficacy of mandatory mediation. Notably, sanctions are imposed on parties who fail to attend the required initial mediation session. For instance, a party that disregards this obligation may face penalties such as forfeiting their right to recover legal fees and interest associated with subsequent court proceedings. Along with the bill, accompanying Regulations have been established to address practical aspects of the mediation process. These include guidelines on mediator remuneration, the professional qualifications and training necessary for mediators, and the criteria for inclusion and retention in the official Registry of Mediators. By addressing these practical considerations, it is ensured that mediation is accessible, professional, and effective in resolving disputes. Mandatory mediation offers several advantages over traditional court proceedings. First and foremost, it is less expensive, significantly reducing the financial burden on the disputing parties. Court proceedings can be protracted and costly, often consuming valuable resources. Mediation, by contrast, provides a cost-effective alternative that prioritizes efficiency and resolution. Beyond the financial benefits, mediation also fosters a collaborative and less adversarial environment. This approach is particularly valuable in disputes where the parties have ongoing relationships. In addition to the above – mentioned, by embedding alternative dispute resolution methods into the judicial framework, the aim is to reduce the strain on courts, which have historically struggled with a backlog of cases. This is expected to result in faster resolutions for litigants and more efficient use of judicial resources. For individuals and businesses operating within this new legal landscape, understanding the nuances of mandatory mediation is crucial. Parties involved in disputes should be aware of the procedures, potential sanctions, and benefits associated with mediation. Engaging in mediation not only fulfills a legal obligation but also offers an opportunity to resolve conflicts in a manner that is both cost-effective and relationship-focused. Mediators themselves play a critical role in the success of this initiative. The professional standards outlined in the Regulations ensure that mediators are well-trained, impartial, and equipped to facilitate productive discussions between disputing parties. This ensures that the mediation process remains credible, effective, and accessible to all. In conclusion, the implementation of mandatory mediation for civil disputes up to €10,000 in Cyprus represents a significant step toward a more efficient and accessible justice system. By fostering a culture of negotiation and compromise, this reform aims to alleviate the burden on courts, reduce costs for litigants, and promote more harmonious dispute resolution. Both individuals and businesses must familiarize themselves with the intricacies of the mediation process and its advantages to effectively navigate this evolving legal landscape and ensure they are equipped to leverage its potential. Author: Myria Pornari, 13 January 2025 Content supplied by Giorgos Landas LLC

We are delighted to share that our expert team lawyers, Iro Petrou and Myria Pornari, have been featured in the esteemed Legal Business Dispute Yearbook 2024 published by Legal 500! Their insightful Q&A delves deep into the trends and sectors shaping the dynamic landscape of the Cyprus disputes market. Curious to explore their expert analysis and perspectives? Dive into the pages of the Legal Business Dispute Yearbook 2024 to gain valuable insights from Myria and Iro, as they navigate the intricacies of the Cyprus disputes market. Stay ahead of the curve with their invaluable expertise! Grab your copy now and discover the latest in the world of legal disputes. You can read the article here: https://www.legalbusiness.co.uk/disputes-yearbook-2024/qa-giorgos-landas-llc/ The full Yearbook is here: https://indd.adobe.com/view/a49be7e8-c818-4593-a451-150a4f9439bb Content supplied by Giorgos Landas LLC, 21 May 2024

Cyprus is in the final stage of preparations to meet the technical and regulatory requirements for Schengen membership and becoming a member of the Schengen Zone, Europe’s free-travel area.  Cyprus is actively working towards this goal and is expected to join the Schengen Zone by end of 2025. This marks an important step in the country’s ongoing efforts to enhance its European integration and strengthen its position within the EU. President Nicos Christodoulides has confirmed that Cyprus is on track to become a full member of the Schengen Zone by 2025. This move is highly significant for Cyprus, as it will align the country with 29 other nations, including most of the EU member states, Switzerland, Norway, Iceland, and Liechtenstein. Joining the Schengen Zone will bring Cyprus a range of benefits. Key Benefits of Cyprus Joining the Schengen Zone: Enhanced Mobility: Once Cyprus is fully integrated into the Schengen Zone, it’s likely that Cyprus (non-EU) permanent residents would enjoy simplified travel between Schengen states compared to non-residents. This increases convenience for residents, businesses, and tourists, fostering a more connected and mobile society. Increased Tourism: Cyprus is already a popular tourist destination, and joining the Schengen Zone will likely make it even more attractive. With the ease of travel across multiple countries without border checks, tourists from Schengen countries will find it easier to visit Cyprus, potentially boosting the tourism sector and the economy. Stronger Investment Opportunities: Schengen membership will improve Cyprus’ appeal as a destination for foreign investors. Investors, especially those interested in real estate, will be drawn to Cyprus due to the ease of access it offers to the entire Schengen Zone. This is likely to result in an increase in demand for property investments, particularly in areas like luxury real estate, resorts, and commercial properties. Economic Growth: Cyprus’ alignment with the Schengen Zone could lead to increased foreign direct investment (FDI) and a boost to various sectors, including banking, finance, and technology. The removal of border controls simplifies trade and business relations with other Schengen countries, leading to a more competitive and thriving economy. Increased Demand for Residency Through Property Investment: One of the most immediate effects of Cyprus joining the Schengen Zone is likely to be a significant rise in demand for property investments. Foreigners, especially those from non-Schengen countries, will be keen to invest in property in Cyprus. Moreover, Cyprus’ investment program, which allows non-EU citizens to obtain residency through property investment, is expected to become even more appealing. In conclusion, Cyprus’ full integration into the Schengen Zone will provide significant advantages for residents, businesses, and foreign investors. This milestone will not only enhance the country’s mobility and economic potential but will also position Cyprus as a strategic hub within the European Union, driving growth and innovation in the years to come. Author: Nikoletta Charalambous, 12 March 2025 Content supplied by Giorgos Landas LLC

Modernization of the Legislation and Revision of the Requirements for Obtaining Cypriot Citizenship based on years of residence in the Republic of Cyprus. The House of Representatives passed the Civil Registry Amended Law 149(I)/2023, which was published in the Official Government Gazette on December 19, 2023, with immediate effect, and amends the Civil Registry Laws of 2002 to 2021. The aforementioned Amended Law revises the qualifications and criteria for naturalization based on years of legal and continuous residence in the Republic of Cyprus. The Law introduces among other qualifications the Certificate of Knowledge of the Greek Language and basic elements of the contemporary political and social reality of the Republic, as a necessary condition for submitting the application, and also introduces new provisions for the naturalization of highly qualified persons, in the context of attracting companies to operate and/or expand their activities in the Republic. More specifically, according to the provision of the Amended Law and its new article 111B, a foreigner is eligible to submit an application for naturalization based on years of residence in the Republic of Cyprus, provided that s/he cumulatively meets the following criteria: Requirements for Naturalization: Legal residence in the Republic for a total of 8 years out of the last 11 years before submitting the application. The duration of absence from the Republic in the last year before submitting the application should not exceed 90 days. (a) S/he has legal and continuous residence in the Republic for the period of the immediately preceding 12 months from the date of submission of her/his application for naturalization: Provided that, periods of absence from the Republic not exceeding a total of 90 days within the above 12-month period, do not interrupt the above-mentioned time period, an (b) During the 10 years immediately preceding the period of 12-month provided for, before the submission of the application, s/he either legally resided in the Republic or served in the public service of the Republic, either partially the one or the other, for periods of time which cumulatively are not less than 7 years. Therefore, now the required period of residence in the Republic is 7 years plus 12 months before submitting the application, i.e. 8 years. Good Character and Clean Criminal Record both in the Republic of Cyprus and internationally. (c) S/he is of good character: Provided that, elements that tend to demonstrate good character include among others the following: (i) Has not by deeds or words shown disloyalty or contempt for the Republic; (ii) Has not acted in a manner that constitutes recognition of illegal administration in the occupied territories of the Republic, has not held any office relating thereto, and has not possessed, or unlawfully entered, damaged or interfered with immovable property located in such territories belonging to another legal owner; (iii) Has not engaged during any war waged by the Republic in any transaction and has not communicated with the enemy or engaged in the conduct of an operation or participated in any operation in such a manner as to have assisted the enemy; (iv) Has not been sentenced in the Republic or abroad to imprisonment for a serious criminal offence; (v) Is not wanted at European level by EUROPOL or internationally by INTERPOL; (vi) Has not been sanctioned and is not on a sanctions list; (vii) No criminal case is pending against him/her in the Republic or abroad; (viii) Has not entered through an illegal point of entry or entered or remained in the Republic in violation of any prohibition, condition, restriction or reservation, under the provisions of Laws of the Republic from time to time in force (entry from occupied territories and its airport and port); (ix) Does not constitute a danger to public order and public security of the Republic. Certificate of Knowledge of the Greek Language Level B1 (d) To have sufficient knowledge of the Greek language of at least Level B1, as defined in the Common European Framework of Reference for Languages of the Council of Europe (CEFR), based on the language certificates of the said level specified in a Decree of the Minister, which are granted after the foreigner submits to a written examination. This is carried out at regular intervals and conducted by the Greek Language Center. Sufficient knowledge of basic elements of the modern political and social reality of the Republic (e) To have sufficient knowledge of basic elements of the contemporary political and social reality of the Republic, which is proven by the Certificate with a grade of 60% or higher, on an exam conducted by the Examination Service of the Ministry of Education. This exam is held twice a year, on dates announced by the Examinations Service. Certificates from the exams conducted by the Examinations Service in July 2023 and February 2024 may be accepted for naturalization application purposes. Certificates of the July 2023 exams, on which no score is indicated, participants can request their exact score from the Examinations Service. Appropriate accommodation, Adequate and Stable Financial Resources (f) To have an appropriate accommodation, stable and regular financial resources, sufficient for the financial support her/himself, individuals and dependent members of her/his family. Genuine intention to reside in the Republic (g) To have the intention, in the event of a naturalization certificate being granted to him/her, to reside in the Republic. It is understood that residence for naturalization purposes means the foreigner’s physical presence in the Republic, based on the relevant applicable immigration provisions, on a case-by-case basis. It is further provided that, in the calculation of the period of residence, the period during which the foreigner resided as an applicant for international protection or as a holder of supplementary or temporary protection or as a holder of a student permit is not taken into account. Highly qualified and talented professionals with knowledge of the Greek language at level A2 or B1 The criteria for naturalization are differentiated for individuals residing in the Republic for the purpose of highly skilled employment in companies, which are determined by the Decision no. 92.018 and dated 15/10/2021 of the Council of Ministers, regarding the Strategy for Attracting Companies to Operate and/or Expand their Activities in the Republic of Cyprus, as well as for their family members. The following companies fall under this category: Foreign Interest Companies operating in the Republic of Cyprus and operating independent offices in the Republic Cypriot Shipping Companies Cypriot Hi-Tech/Innovation Companies with products related to the aviation and space industry, computers, information technology and communication, pharmaceuticals, biomedical equipment, research and development equipment, electrical machinery, chemicals, non-electrical machinery Cypriot Pharmaceutical Companies or Cypriot Companies active in the fields of biogenetics and biotechnology, Companies that are already registered in the Register of Foreign Companies of the Civil Registry and Migration Department. Highly qualified persons, for the purposes of the law, are defined as: Individuals holding temporary residence permits for the purpose of employment in Foreign Interest Companies, provided that they hold the possession of Director, Specialist or Key personnel categories Individuals, regardless of their residence status, who earn a minimum gross monthly salary of €2500 and possess a university degree or an equivalent qualification or certificates of experience in a relevant employment position lasting 2 years. Regardless of the provisions of paragraphs (b) and (d) of subsection 1 of article 111B, a person residing in the Republic for the purpose of highly skilled employment in the abovementioned companies may be naturalized after legal residence in the Republic for a total of 4 years, if s/he has knowledge of the Greek language at level B1, and 5 years, if s/he has knowledge of the Greek language at level A2, respectively, instead of a total of 8 years. Simultaneously with these highly qualified professionals, their family members may also apply for naturalization and/or be naturalized, provided that they meet also the legal and continuous residence, and complete the required total duration of residence of 4 or 5 years, depending on the level of knowledge of the Greek language, without requiring these periods to coincide with the periods completed by the main applicants. For purposes of interpreting this provision, family members include the spouse, the civil partner, and the dependent adult child, i.e. a person with a disability, which renders her/him unable to work and take legal action. The examination of the applications of highly qualified persons and their family members will be completed through the fast-track procedure within 8 months. It should be noted that circulars and clarifications are expected from the Ministry of the Interior on the text of the Amended Law and regarding the examination of the pending applications. Author: Varia Kourtzidou, 22 April 2024 Content supplied by Giorgos Landas LLC

On the 12th of December 2023, the Law 132(I) of 2023 was published, amending, thus, the Sale of Immovable Property (Specific Performance) Law of 2011 (Law 81(I)/2011).  The new Law amends the provisions regarding the submission of a contract for the sale of a property to the Department of Lands and Surveys and regarding the specific performance of a contract of sale. The aim of the new Law is, essentially, to protect the interests of Purchasers by simplifying the procedure of specific performance and, thus, ensuring that the property will be transferred to the name of the Purchaser once the Purchaser fulfills his contractual obligations. In this way, the new Law creates a mechanism of protection for the Purchasers of immovable property and aims to eliminate the phenomenon of trapped purchasers. For this purpose and in order to activate the specific performance mechanism, the new Law added obligations on all interested Parties (Vendors, Purchasers and Secured Creditors/Mortgagee) to submit additional documents, which should accompany the Sale Agreement signed between the Parties and presented to the Department of Lands and Surveys on the day of registration of the Contract of Sale. Required Documentation More specifically, for any Contract of Sale signed on the date of enactment of the Law and thereafter, the following documents should be attached and included: A Search Certificate issued from the Land Registry for the Property, which is the subject-matter of the contract, whose date needs to be maximum 5 days before the date of signing of the Contract of Sale. It is important to clarify that this constitutes an obligation of the Vendor and failure of to provide it, entitles the Director of the Land Registry to impose an administrative fine of up to €10,000. In the event that the property, which is the subject-matter of the contract, is burdened by a mortgage or a contract and the Vendor is not subject to any prohibitions, then the deposition of the contract at the Land Registry will only be accepted if it is accompanied by the following written statements: A written declaration in the wording of Form A of the Annex to the Law from signed and stamped from each Secured Creditor/Mortgagee, whereby each secured creditor/Mortgagee certifies that once the 95% of the agreed purchase price as included in the Contract of Sale is received to a specific account of the Vendor held in the Mortgagee, then the Secured Creditor/Mortgagee will issue the declaration (as indicated Form B of the Annex to the Law) to the Purchaser and the Secured Creditor/Mortgagee shall withdraw or extinguish the mortgage from the Property; or A written declaration according to Form C of the Annex of the Law signed by the Purchaser that he is aware of the Mortgages that burden the Property and that he wishes to proceed with the deposition of the Contract of Sale without it being accompanied by Form A. It is clarified in the Law that any amount deposited by the Purchaser and/or the Vendor into the bank account of the Vendor, which was specified by the Secured Creditor/Mortgagee in the written declaration pursuant to Form A, will be considered as a payment by the Purchaser, towards the purchase price pursuant to the Contract of Sale. In case where the Vendor received an advance payment from the Purchaser before or on the signing of the Contract of Sale, then the Vendor should deposit the said amount to his bank account determined in Form A by the Secured Creditor/Mortgagee. Upon payment and acceptance of the amount included in Form A by the Mortgagee, the latter must give the Purchaser the written confirmation of payment according to Form B of the Appendix of the Law and withdraw the Mortgage from the purchased property, so that it is transferred to the name of the Purchaser free of any encumbrances.  If the Mortgagee fails to release the property from the mortgage, it entitles the Director of Land Registry to impose an administrative fine of up to €100,000. Specific Performance For every application for transfer of ownership of a property for which a Contract of Sale has been deposited at the Land Registry after the 12th of December 2023 and which is accompanied by both Form A and the Form B (i.e. the Confirmation of Payment) and provided that the Mortgagee has also withdrew the mortgage from the Property, then the property will be transferred to the name of the Purchaser free of any burdens that supersede in priority the Contract of Sale. In the event where the Mortgagee has issued and signed the Confirmation of Payment (Form B) but has not withdrawn the mortgage from the Property and provided that the Purchaser encloses in his application for transfer of ownership of a property the Confirmation of Payment duly signed and stamped, then the mortgage will be extinguished from the Property and the procedure of transfer will be finalised so that the Purchaser receives title of the Property free of any burdens that supersede in priority the Contract of Sale. In addition, according to the new Law, in cases where a contract of Sale was deposited at the Land Registry and accompanied by Form A, the Court will be able to issue a decree of specific performance in the event that before the deposition of the Contract of Sale, a mortgage was imposed on the Property, provided that the Court is satisfied that the Purchaser has paid and settled in full the purchase price of the property towards the Vendor. The new Law amends the existing legislation so as to ensure in advance that the transfer of a mortgaged property to a Purchaser will be carried out as soon as the Purchaser fulfils his contractual obligations towards the Vendor provided, however, that the documents mentioned above will be submitted to the Land Registry.  In other words, the new Law was enacted in order to regulate a serious issue that has arisen in Cyprus with the trapped Purchasers, who have fully fulfilled their contractual obligations towards the Vendors but cannot accept the transfer of the property on their name due to the existence of encumbrances. To this effect, it is important to mention that in the event that the Purchaser signs the Form C of the Annex to the Law, there does not seem to be any protection mechanism in favour of the Purchaser and the procedures of specific performance indicated above, do not appear to apply. Author: Chrysovalanto Petrou, 02 February 2024 Content supplied by Giorgos Landas LLC

Intra-Group Mergers Mergers are generally regarded as means for companies to consolidate their businesses with the main purpose to position themselves more favorably against stronger competition. Others often use a merger to establish themselves as a dominant force on a national and supranational level. Intra-group mergers, on the other hand, provide a tool for groups of companies to make their structures and businesses more efficient, whether that be in terms of production, cost allocation or channeling of resources or even funding and financing. It is often a tool overlooked, however, under the right circumstances, it can be the best solution to a group’s restructuring of its assets and commercial activities. Intra-group mergers fall under the ‘reorganization’ provisions that are contained in the Companies Law[i]. Mergers can take place either on: (i) national level (intra-border) between two Cyprus companies; or (ii) cross-border level with one entity being a Cyprus company and another being a foreign jurisdiction company existing in another EU member state. Mergers can even take place with multiple entities simultaneously, meaning that more than two companies may reorganize in such a way where there is only one entity surviving and the other ceases to exist. The Companies Law states among others that: in respect of a plan for the reorganization of any company or companies or for the amalgamation of any two or more companies, and that in accordance with the plan all or part of the business or property of the company affected by the plan… is to be transferred to another company…[i] There are plenty of scenarios where mergers and reorganizations are used to reorganize companies within a group of companies as it is considered an efficient way for the group to minimize its costs, footprint and consolidate its assets while often proving to be the most tax-efficient process to accomplish this. A few scenarios are examined below: Scenario 1: a parent company and one (or more) subsidiary company merge in order for the parent company to assume all assets and liabilities of the subsidiary company. This is the most common merger – by ‘absorption’ – where essentially the subsidiary company is absorbed by the parent company. Scenario 2: two companies are merged into a separate company, more often being a newly established company, where all the liabilities and assets of the companies are transferred to the newly established company (the surviving entity) and the merging companies cease to exist. Scenario 3: a company transfers part(s) of its assets or commercial activities to a new group company with the purpose of separating them allowing them to focus and grow each business in their own separate way and following separate strategies or financing arrangements – commonly referred to as a ‘spin off’. Cross-Border Mergers Following recent European Union legislation[i] which in turn has been ratified and incorporated in the Cyprus Companies Law[ii], cross-border mergers and reorganizations are now streamlined within the EU. It will now be much easier for Europe’s companies to cooperate and restructure themselves across borders. The legislation, on EU level, sought to harmonize the procedures among member states in order to simplify the process of mergers, conversions and reorganizations. We note however that in practical terms and specifically referring to Cyprus, the procedures have not been affected to a significant extent. For practitioners, as far as Cyprus is concerned, merger procedures remain mainly unchanged and practically the newly introduced legislation follows the former applicable provisions of the Companies Law on mergers and reorganizations on cross-border level with some refinements adding uniformity and efficiency to the procedures. Main Elements of Merger Execution Merger Plan The main requirement for carrying out a merger, whether that be an intra-border or cross-border one, is the preparation of a merger plan by the board of directors of the merging entities. Such plan is considered the backbone of the procedure, since it constitutes the basis and lays out the provisions by which the merger will be executed and which will be the end product of such reorganization. A merger plan, depending on the merger type, should consist of: Details of the Merging Companies and Effective Date of the Merger Share Exchange Ratio and Terms of Allotment of Shares Treatment of Shares Held by the Merging Companies The Memorandum and Articles of Association of the Surviving Entity Employee Participation and Safeguards Accounting Date and Merger Accounts Impact on Creditors and Details of Valuation of Assets and Liabilities Information on Transfer of Assets and Liabilities Approval of the Merger The shareholders of the merging companies need to approve the merger plan and the reorganization in order for the reorganization to commence. Following the shareholders’ approvals, the merging companies can apply to the court to obtain the court’s approval for the completion of the merger. The court will examine the legality of the merger and the impact on creditors prior to the issuance of a court order for the merger to proceed. For intra-group mergers, the merging companies will finally need to submit the court order with the merger plan to the Registrar of Companies for the merger to be registered and enter into effect. On a cross-border level, each entity applies to the appropriate local court for approval and registers the court order with the local registrar/authority. In the case of an entity that ceases to exist, the local authority will issue a pre-merger certificate to be used for finalizing the merger process at the member state of the surviving entity. Financial Aspects of the Merger The merging companies will need to prepare merger accounts based on which the merger will take place. The existence of creditors will need to be taken into account and dealt with accordingly whether through the introduction of guarantees against possible claims or obtainment of consents, depending on the case.  Employment Provisions Where the merging parties have employees, special provisions will need to be introduced in the merger plan and as the case may be, the merger parties may need to undertake additional actions concerning the existing employees of the merging companies. Effect of the Merger Following obtainment of all necessary approvals the merger is registered with the Registrar of Companies (or equivalent commercial registry) and enters into effect in accordance with the court order that is issued by the court of the member state of the surviving entity. [1] Companies Law, Cap. 113 of the Republic of Cyprus. [1] Section 200 of the Companies Law. [1] Directive (EU) 2019/2121 of the European Parliament and of the Council of 27 November 2019 amending Directive (EU) 2017/1132 as regards cross-border conversions, mergers and divisions (Text with EEA relevance). [1] The Companies (Amendment) (No. 3) Law of 2024. Author: Andreas Pindarou, 12 December 2024 Content supplied by Giorgos Landas LLC

We are thrilled to announce a significant achievement of the esteemed Managing Director of our law firm, Mr. Giorgos Landas, who has been appointed to the position of the President of the Real Estate Committee of the Cyprus Bar Association. (you can tag CBA in Lilkedin) As a law firm, we take immense pride in this recognition of Mr. Giorgos Landas’ expertise and commitment to the said field. Congratulations to Mr. Giorgos Landas on this remarkable achievement. We look forward to witness the positive impact he will undoubtedly make in his new role. Content supplied by Giorgos Landas LLC, 05 December 2023