Cyprus: Doing Business In

Cyprus is a common law jurisdiction and its justice system is based on the adversarial model. The laws applicable in Cyprus are (i) the Constitution of the Republic of Cyprus, (ii) the principles of Common Law and Equity, (ii) the Laws enacted by the House of Representatives and (iv) the EU laws. The Constitution of the Republic of Cyprus has been amended, following the accession of the Republic of Cyprus to the European Union in 2004, so that the European law has supremacy over the Constitution and national legislation.

There are five main types of business structure:

• the partnership, where individuals jointly and severally share the profits, responsibility, debts and liability of the partnership as partners;
• the limited liability company, which is most commonly formed as a private company limited by shares;
• the limited by guarantee company, which is most commonly formed as charitable or a non-profit company; and
• a public company which has more stringent requirements than a private limited liability company, but through which the company can offer its shares to the public.
• An SE Company

An overseas company may carry on business directly in Cyprus, but it must register with the Cyprus Registrar of Companies (“Registrar”) if it has some degree of physical presence in Cyprus, such as a place of business or branch where it carries on business.

Pursuant to the provisions of Companies Law, Cap.113 (“Company Law”), all business forms are required to have a share capital, which can be made of cash or kind. In accordance with the provisions of Company Law, there is no minimum amount requirement for a private limited liability company.

Unlike private limited liability companies, a public company shall have a minimum capital of €25,629.

In partnerships, there is no concept of share capital but there must be some contribution from a partner which is known as the partner’s capital. However, there is no minimum requirement of capital for registering a limited liability partnership.

The most common entity for investors to use is either a private company limited by shares or a public company:

• a private company must register the company name, registered address, at least one director, a secretary, at least one shareholder (with a maximum of fifty shareholders); and
• a private company, a public company limited by shares must have at least two directors, a secretary, at least seven shareholders and a minimum nominal value of allotted share capital of €25,629, of which each share must be paid up at least as to one-quarter of its nominal value and the whole of any premium.

Private companies and public companies are managed by their directors acting as a board. There are however certain decisions which must be made by shareholders at a general meeting or by a written resolution. Shareholder decisions are either passed by an ordinary resolution (being approved by over 50% of the shareholders) or by a special resolution (being approved by over 75% of the shareholders) pursuant to the provisions of the Companies Law and the company’s articles of association.

Unless instructed otherwise by the courts, an individual may become a company director unless they are:

• disqualified from being a company director;
• an undischarged bankrupt (unless allowed by the court);
• declared legally incapacitated; or
• under the age of 18.

Regarding the number of directors and shareholders required please see question 5 above.

Further, it is possible for another company to act as a director of the company. There is no legal requirement for a director to be based in Cyprus or to be a Cypriot national.

In case of private limited companies with only one director, this director cannot be appointed as a secretary of the company, except in the situation of the private limited company having only one member, where the director can also be appointed as the company’s secretary.

There are no local residency or nationality requirements placed on shareholders from a Cypriot company law perspective.

From a corporate law perspective, there are no restrictions in expanding business operations in Cyprus. Unless specifically noted in the articles or memorandum of association, an entity or establishment is free to work with trade/commercial agents and resellers.

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Working capital may be provided by the shareholders by subscribing for further shares in the company.

A company may also consider a loan to finance working capital loans. This could be from the shareholders, another entity within the same company group or from a third party. In addition to this the company may consider the following options: overdrafts, revolving credit facilities, debt factoring (or invoice finance), asset refinancing, etc.

What are the processes for returning proceeds from entities? i.e., dividends, returns of capital, loans etc.

As a general rule, companies are bound by strict maintenance of capital rules and only subject to certain exceptions, can return value to their shareholders. As set out below, private companies can return value to their shareholders in several ways.

Dividends

The most common method of a company returning value to its shareholders is a dividend. A dividend is a distribution of a company’s post-tax profits to its shareholders. It is important for a company to have sufficient distributable profits that are justified by reference to relevant accounts in order for the company to be able to lawfully pay a dividend.

Dividends paid out by a company are either in the form of a final dividend (i.e. dividends paid once a year calculated after the annual accounts have been drawn up) or an interim dividend (dividends paid at any time throughout the year calculated before the company’s annual earnings have been determined).

Checking the company’s articles of association before recommending or declaring a dividend is of ultimate importance, as they usually contain express provisions regarding dividends. Subject to any restrictions in the articles of association, directors can generally resolve to pay interim dividends, however, final dividends should be recommended by directors but declared by shareholders by ordinary resolution.

The directors should have regard to their common law and equitable duties, and their statutory duties under Company Law before paying a dividend. Company directors are under a common law duty to safeguard a company’s assets and must also consider the company’s future financial requirements before recommending or declaring a dividend.

Share Buybacks

A private limited company in Cyprus cannot buy and hold its own shares.
Public companies can acquire their own shares if authorized by its articles of association and conditions as set out in Company Law are satisfied, conditions such as, among others, securing corporate approvals, maintaining the share percentages prescribed by law and ensuring that the consideration is paid out of realized and non-distributed profits.

Redeemable Preference Shares

Despite that a private limited liability company cannot buy back its own, shares may be redeemed if such shares were issued as redeemable preference shares (“RPS”). RPS are shares issued in the share capital of a company with the intention that such shares will be redeemed or shall have the right to be redeemed at the option of the issuing company or the holder of the RPS in exchange for cash or a fresh issue of shares, subject to (i) the redemption provisions agreed upon the issuance of the RPS, (ii) the relevant mechanics provided under the company’s articles of association and (iii) the relevant provisions of Company Law.

Capital reductions

A reduction of capital occurs where a company reduces the amount of its share capital. This may be an option when the company has capital that is surplus to its requirements and that it wishes to return to shareholders.
Company Law gives the right to a company to reduce its capital when certain requirements are satisfied. It needs to be allowed through the company’s articles of association and be approved through a special resolution. The company must then submit a court application in order to receive the court’s approval for the proposed reduction of share capital before proceeding with the reduction.

A company can reduce its share capital, inter alia, by:

• extinguishing or reducing the liability on any of its shares in respect of share capital not paid up; or
• either with or without extinguishing or reducing liability on any of its shares, cancel any paid-up share capital which is lost or unrepresented by available assets; or
• either with or without extinguishing or reducing liability on any of its shares, return any paid-up share capital which is in excess of the wants of the company.

Bonus issue

A bonus issue is an issue of new shares (bonus shares) by a company to holders of existing shares in the company, generally in proportion to their existing holdings. No payment is required from shareholders as the bonus shares are paid up using the company’s existing profits or reserves.

The articles of association should be checked before a company can carry out a bonus issue, to ensure that the directors have authority to capitalize the relevant profits or reserves and issue bonus shares.

The company’s directors must have the necessary authority to allot the bonus shares.

The directors’ authority to capitalize profits or reserves and issue bonus shares is usually subject to the approval of shareholders by ordinary resolution.

Loans

It is also possible for a company to loan cash to its shareholders. The terms of such a loan should be closely examined to ensure they do not give rise to any tax or legal issues.

There are two types of resolution which may be put to a general meeting or in certain circumstances be passed as written resolutions:  an ordinary resolution and a special resolution. Ordinary resolutions require a simple majority and special resolutions require a 75% majority to pass.

Corporate actions that require a special resolution, inter alia, include:

• amending the company’s memorandum and articles of association;
• changing the company’s name;
• approving a reduction of capital;
• approving buy-back of shares in public companies; and

approving a members’ voluntary liquidation.

Directors must immediately convene an extraordinary general meeting of the company if requested by:

• Members of the company holding at least 10% of the paid-up capital of the company.
• For companies with no share capital, members representing at least 10% of the total voting rights of all shareholders.
• For listed companies in a regulated market, members representing at least 5% of the total voting rights of all shareholders.

Additionally, companies’ articles of association usually provide for shareholders’ reserved maters, where such matters shall be decided by the shareholders.

Employees hired to work in Cyprus will be covered by Cypriot employment law. We have set out below a summary of the core employment law rights and protections that employees benefit from in Cyprus. This is not exhaustive but covers the core areas. All financial figures are the current figures and are subject to review.

Dismissal is considered unfair unless the employer proves one of the following grounds:

• the employer can show that the reason for the dismissal was one of the following potentially fair reasons
  • unsatisfactory performance, capability of qualifications, redundancy, force majeure, termination at the end of a fixed-term contract, employee reaching normal retirement age, conduct, breach of a statutory duty or of employment rules.

  Associated Costs

  The costs of a dismissal will depend on the reason for the dismissal.  Potential costs will include:

  • Notice Pay (see above); and
  • Redundancy Pay (see above).

  Collective dismissals

  An employer who intends to proceed with collective dismissals of at least 10 workers in companies with 21-99 employees, 10% in firms with 100-299 employees or at least 30 employees in firms with 300 or more staff, over a period 30 days, is obliged to consult in good time with the employees’ representatives with the view to reaching an agreement. The employer must have completed the consultations with the employees’ representatives before he/she notifies the relevant authority on the intention to proceed to collective dismissals, since he/she must provide information to the relevant authority also on the outcome of these consultations.

  Collective dismissals can take effect the earliest 30 days after the relevant authority has been notified.

The right of association, including the right to form and to join trade unions in workplaces, is safeguarded by Article 21 of the Cyprus Constitution. It includes the right for the workforce to decide who will represent them in the workplace, without any kind of input, interference or compulsion from or by the owners or employers. Matters concerning collective negotiations, collective agreements, the settlement of disputes, the conditions governing the calling of strikes and the imposition of lockouts are regulated by the Labor Relations Code 1977.

The main body involved in investigating bribery and corruption allegations and complaints is the police, which cooperates with specialist financial intelligence units such as the Unit for Combating Money Laundering (“MOKAS”). The Office of the Attorney General examines the findings of the police and decides whether a case should be heard by a court. The Audit Office of the Republic may also refer incidents of bribery and corruption to the Attorney General for investigation. Some of the main laws, as amended from time to time,  establishing the legal framework against bribery and corruption are as follows:

• The Prevention of Corruption Law, Cap 161
• The Civil Servants Law, Law 1 of 1990
• The Criminal Code, Cap 154
• The Law Ratifying the Criminal Law Convention on Corruption, Law 23(III) of 2000
• The Political Parties Law, Law 175(I) of 2012
• The Law on the Illicit Enrichment of Public Officials and Officers, Law 51(I) of 2004

Please see question 17.

Additionally, the Prevention and Suppression of Money Laundering Activities Law (L58(I)/2010) provides provisions in relation to reporting money laundering to relevant authorities.

The main regulation which considers money laundering and terrorist financing in Cyprus, is the “Prevention and Suppression of Money Laundering Activities Laws of 2007 to 2019” (the “Law”) which has also implemented the European Union Directive 2015/849 of the European Parliament, as amended from time to time, into domestic legislation.

The Law provides that the Central bank of Cyprus (“CBC”) is the competent authority for the enforcement of the provisions of the legislation in relation to the financial activities of entities supervised by the CBC, which include credit, payment, electronic money, currency exchange, leasing and credit acquiring institutions.

The national centre for reporting suspicious transactions and other relevant information concerning money laundering and terrorist financing, is MOKAS at the Attorney General’s office.

Further to European legislation and international conventions that Cyprus is a party, domestic legislation provides the following, without been an exhaustive list:

Slavery and Servitude

Provisions related to slavery are found in the Constitution at article 10(1) which declares that no person shall be held in slavery. Article 8 of Law on the Prevention, Fighting against Trafficking in and Exploitation of Human Beings and Protection of Victims also makes slavery through the specified means a prohibited form of labor exploitation.

Forced Labor

Provisions related to forced labor are found in the Constitution which prohibits forced labor at article 10(2). Article 8 of the Law on the Prevention, Fighting against Trafficking in and Exploitation of Human Beings and Protection of Victims also makes forced work or services a prohibited form of labor exploitation.

Human Trafficking

Provisions related to trafficking in persons are found in the Law on the Prevention, Fighting against Trafficking in and Exploitation of Human Beings and Protection of Victims which prohibits trafficking under article 6.

Every company is under an obligation to file every year an annual return with the Registrar. This annual return is accompanied by the audited financial statements of the company which were presented at the annual general meeting of the company. Failure on the part of the Company to file its annual returns together with the audited financial statements could result in the dissolution of the Company by the Registrar by means of a strike off of the company’s name from the register of companies maintained by the Registrar as a defunct company.

Therefore, a company must prepare every year audited financial statements in compliance with the IFRS standards and it is imperative that the company appoints an audit firm in Cyprus for this particular purpose.

Under the corporate compliance regulations imposed by the Company Law, all companies must keep records on all the minutes of the proceedings and annual general meeting of the company’s shareholders. These minutes will then be kept at the Cypriot registered office of the company.

Every company must hold a general meeting in each calendar year as its annual general meeting. Not more than 15 months must pass between the date of one annual general meeting and the next. Apart from the concession that the first annual general meeting must be held within 18 months of incorporation, the annual general meeting cannot be postponed, and the 15-month rule must be followed.

In early 2021, the Cyprus government transposed the 5^th EU Anti-Money Laundering (AML) Directive into Cyprus legislation, amending the Law for the Prevention and Suppression of Money Laundering Activities. Consequently, all companies and other legal entities that are incorporated or registered in the Republic of Cyprus are now obliged to identify and record onto the Beneficial Ownership (BO) Register all relevant information about their beneficial ownership.

Definition of Beneficial Owner

In accordance with the law, a beneficial owner is defined as any natural person(s) who ultimately owns or controls the Obliged Entity and/or the natural person(s) on whose behalf a transaction or activity is being conducted and includes at least:

1. for corporate entities: the natural person(s) who ultimately owns or controls a legal entity through direct or indirect ownership of a sufficient percentage of the shares or voting rights or ownership interest in that entity, including through bearer shareholdings, or through control via other means.A shareholding of 25% plus one share or an ownership interest of more than 25% in the customer held by a natural person shall be an indication of direct ownership.
2. for trusts: the settlor; the trustee(s); the protector, if any; the beneficiaries, or where the individuals benefiting from the legal arrangement or entity have yet to be determined, the class of persons in whose main interest the legal arrangement or entity is set up or operates and any other natural person exercising ultimate control over the trust by means of direct or indirect ownership or by other means.
3. for legal entities such as foundations and legal arrangements similar to trusts: the natural person(s) holding equivalent or similar positions to those referred to in point (b) above.

Obliged entities

Entities considered as “obliged entities” are the following:

1. Companies incorporated or registered under the Companies Law Cap.113
2. European Public limited liability Companies
3. Partnerships

The Directive does not apply to the following entities:

1. Companies listed on a regulated market that is subject to disclosure requirements consistent with EU law
2. Companies whose directors submitted an application for strike off pursuant to Article 327 (2A) (a) of the Companies Law, prior to the commencement of the Directive (12 March 2021)
3. Companies whose liquidation has been enacted before the commencement of the Directive (12 March 2021)
4. Overseas companies (branches).

Corporation Tax

The corporate tax rate is 12.5%.

Special Contribution for the Defence of the Republic (“SDC”)

SDC is levied on certain types of income received by or credited to Cypriot tax resident companies. The rate of SDC depends on the source of the income:

• 3% (on 75% of net rental income from immovable property).
• 17% (on dividends received from non-resident companies).
• 30% (on interest not generated in the ordinary course of the business).

Value Added Tax (“VAT”)

The supply of goods and provision of services in Cyprus is subject to VAT at 19%. However, there are a number of categories of goods and services that attract VAT at lower rates or even exempt from VAT.

Capital Gains Tax

Subject to a few exceptions (including transfers on death and transfers due to reorganisations) capital gains tax at 20% is imposed on profits from the disposal of immovable property situated in Cyprus or shares in private companies holding immovable property in Cyprus.

Substantial incentives are currently in place, which have been introduced by Cyprus to boost foreign investment and the development of innovative start-up companies. Some key regimes are as follows:

Non-domicile rules for individuals

Subject to the provisions of the relevant legislation and the introduction of the “non-domicile rule”, a non-domiciled Cyprus tax resident individual are subject to certain exemptions.

No withholding taxes

Non-resident shareholders enjoy exemption from any withholding tax for any amounts paid as dividends. The same applies for any interest and/or royalties paid from Cyprus with regards to intellectual property exploited outside Cyprus.

IP Box

The IP Box is an incentive allowing for certain notional interest deductions on IP income and qualifying capital gains from the disposal of IP rights. Qualifying profits include:

• Profits generated from royalties.
• Amounts received from the granting of a license to use IP.
• Trading income arising from the sale of IP.

Notional interest deduction

Notional interest deduction is a deduction against taxable profit based on the application of a reference interest rate to new equity in a company, which effectively decreases corporation tax.

There are no exchange control regulations. Cyprus nationals and non-Cyprus nationals can hold and manage assets and liabilities in any foreign currency.

Stamp Duty
Stamp duty is payable on certain types of documents relating to acts performed or objects located in Cyprus, regardless of the place of execution.

Applicable Rates
Stamp duty amounts depend on the contract value, as follows:
EUR1 to EUR5,000: Zero.
EUR5,001 to EUR170,000: EUR1.50 for every EUR1,000.
Over EUR170,000: EUR2 for every EUR1,000 up to a maximum of EUR20,000.
Unspecified contract value: EUR34.17.

Property Transfer Fees
Transfer of the ownership right from the developer to the buyer is accompanied by property registration tax paid by the buyer to the state, a so-called “Transfer Fee”. The Transfer Fee is calculated based on the contract value.

The primary source of legislation relating to public M&A transactions in the Republic of Cyprus is the Law to Make Provision for Public Takeover Bids for the Acquisition of Securities of Companies and Related Matters, Law 41(I)/2009 (“Takeover Law”).

The competent authority responsible for the supervision and application of the provisions of the Takeover Law is the Cyprus Securities and Exchange Commission (CySEC). CySEC also retains the authority to issue directives for supplementing and/or clarifying any provisions of the Takeover Law. To the present date, CySEC has issued four directives, which complement the provisions of the Takeover Law.

In addition to the Takeover Law and the directives, the array of the legislative arsenal in relation to M&A transactions comprises of the following legislative instruments:

• Companies Laws of Cyprus, Cap. 113 as amended (“Companies Law”).
• Cyprus Securities and Stock Exchange Law, Law 14(I) of 1993 as amended.
• Market Abuse Law, Law 102(I)2016.
• Transparency Requirements in relation to information about issuers whose securities are admitted to trading on a regulated market Law, Law 190(I) of 2007 as amended.

The Control of Concentrations Between Undertakings, Law 83(I) of 2014 (Merger Control Law), is the statute regulating the control of concentrations between undertakings in Cyprus.

Enforcement of the Law rests with the Commission for the Protection of Competition (CPC). The CPC has overall responsibility for implementing the Law and is the competent authority for the control of concentrations. The CPC is empowered under the Law to declare a concentration as compatible or incompatible with the functioning of competition in the market. The investigation and procedural aspects relating to notifications of concentrations are performed by the civil service of the CPC (the Service).

The Law applies to concentrations between undertakings resulting in a change of control on a lasting basis. A concentration of undertakings shall be deemed to arise where a change of control on a lasting basis results from:

• merger of two or more previously independent undertakings or parts of undertakings, or
• acquisition, by one or more persons already controlling at least one undertaking, or by one or more undertakings, of direct or indirect control of the whole or parts of one or more other undertakings, whether by purchase of securities or assets, by contract, or by any other means; or
• the creation of a joint venture that performs all functions of an autonomous economic entity on a lasting basis.

The Law only requires notifications of concentrations of major importance. A concentration of undertakings is deemed to be of major importance and therefore meets the jurisdictional thresholds if:

• the aggregate turnover achieved by at least two of the undertakings concerned exceeds, in relation to each one of them, €3.5 million; and
• at least two of the undertakings concerned achieve a turnover in Cyprus; and
• at least €3.5 million of the aggregate turnover of all undertakings concerned (taken together) is achieved in Cyprus.

Under Cyprus law, there is no express obligation on parties which have entered into negotiations (whether in respect of an M&A transaction or otherwise) to conduct such negotiations in good faith.

Share sale

There are no specific employee rights/protections relating to a share sale (other than the ordinary employment law rights/protections). From an employee relations perspective, it is best practice to inform the employees about the sale and related information so that they understand the rationale for the sale and to alleviate any concerns about the potential impact of the sale.

Automatic transfer of employees

Employees are not entitled to object to a business transfer. Objecting to working for a new employer may constitute a material breach of the employment contract and be seen as a resignation on the part of the employee. If the working conditions or the contract of employment are changed to the employee’s detriment (for example, if the employee’s duties radically change) this can constitute a breach of contract by the employer and breach of the Law on the Preservation and Protection of the Employee’s Rights during the Transfer of Business, Facilities or Parts of Business or Facilities of 2000-2018 (Law 104(I)/2000); Termination of Employment Law of 1967-2018 (Law 24/1967) as amended. Both the transferor and transferee must notify and consult either the employees affected by the transfer or their representatives. Before employees are transferred to the new employer, it is advisable that the relevant government departments are notified, although this is not a legal requirement.

Protection against dismissal

A transfer cannot in itself constitute grounds for the dismissal of an employee by either the transferor or the transferee. However, there is a right to dismiss due to economic, technical or organisational reasons that require changes to the workforce. Essentially, lawful dismissals can arise in cases where the business transfer results in redundancies, as provided for in section 18 of the Termination of Employment Laws 1967, as amended.

If the employment contract or employment relationship is terminated due to the transfer or because the transfer involves a substantial change to the terms of employment that are to the employee’s detriment, the employer will be deemed responsible for the termination of the contract or employment relationship.

Harmonisation of employment terms

All the rights and duties of the transferor stemming from the employment contract or employment relationship as it exists at the date of the transfer must be transferred to the transferee. The transferee must retain the same terms that have been agreed on in any collective agreement, in the same way as was done by the transferor, for the remainder of the term of the collective agreement and for at least one year after the transfer. Employees do not retain the rights that they had with the transferor concerning old age and disability benefits, plus any rights to supplementary occupational retirement benefits except for those provided by the Social Insurance Law.

As part of the general Cypriot policy of attracting foreign investment, subject to certain exceptions, the Cypriot Government has fully liberalised direct investment by foreign nationals, with the only exception being certain regulated and/or strategic areas or industries.

In general, EU nationals have no restrictions on ownership and investment in Cyprus. Similarly, subject to the above, foreign nationals from outside the EU are equally free to invest and acquire up to 100% of the share capital in Cypriot companies.

There is no restriction on the acquisition and ownership of real estate in Cyprus by EU nationals. However, there are certain restrictions for foreign owners or entities.

There are currently no exchange controls, capital controls or similar restrictions in force in Cyprus. However, in line with other EU member states there is a requirement for travellers to Cyprus to declare on arrival any cash amount over EUR10,000.

Members’ Voluntary Liquidation

A company may only be liquidated:

• when the period, if any, fixed for the duration of the company by the articles expires, or the event, if any, occurs, on the occurrence of which the articles provide that the company is to be dissolved, and the company in general meeting has passed a resolution requiring the company to be wound up voluntarily;
• if the company resolves by special resolution that the company be wound up voluntarily;
• if the company resolves by extraordinary resolution to the effect that it cannot by reason of its liabilities continue its business, and that it is advisable to wind up.

A members’ voluntary liquidation starts with a statutory declaration (usually referred to as a declaration of solvency) by the directors (or a majority of them if there are more than two) that, having enquired fully into the affairs of the company, they consider that the company will be able to pay its debts in full within a maximum of 12 months. The statutory declaration must be made within five weeks before the date of the proposed resolution to wind-up and delivered to the Registrar of Companies before the date of the proposed resolution to wind-up.

Creditors’ voluntary Liquidation
Creditors’ voluntary liquidation is used to distribute the available assets of an insolvent company among the creditors and bring the company’s existence to an end.

The first step in a creditors’ voluntary liquidation is the convening of separate meetings of members and creditors:

Members’ meeting. The purpose of the members’ meeting is to pass a resolution to wind-up the company and appoint a liquidator.

Creditors’ meeting. The purpose of the creditors’ meeting is to:

• present creditors with a statement of the company’s financial position and a list of creditors’ claims;
• nominate a liquidator to act in place of the liquidator appointed by the members, or approve the liquidator appointed by the members;
• if the creditors wish they may appoint a committee of inspection of up to five persons to assist and oversee the liquidator and fix his/her remuneration.

Compulsory Liquidation (by an order of the Court)

In contrast to the voluntary liquidation proceedings, which are ‘internally’ initiated, a compulsory liquidation is ordered by the court by virtue of a court order issued in the course of an application filed to that end by the company, a creditor, a contributor or any other interested party, among others, in case the company has by special resolution resolved that it shall be wound up by the Court, in case there default in pursuing any of its statutory liabilities and/or commitments or in case the company is unable to pay its debts.

Strike-οff

The strike-off of a company from the Companies’ Registry constitutes an alternative way through which a company is dissolved, available to dormant companies and/or companies the businesses and/or operations of which have been ceased and which (companies) have no longer any assets or liabilities and do not intend to carry on any business and/or in the future. In fact, the strike off constitutes an administrative procedure, effected, among others, through the communication of a notice or series of notices from the Registrar to a company or of a letter-request from a company to the Registrar, directly leading to the strike off of the company’s name from the registry as held by the Registrar.