General Meetings and Resolutions in Cyprus
Companies Law (Cap.113) requires the Board of Directors of a Company registered in Cyprus to hold General Meetings in order to resolve important decisions in accordance with the Articles of Association of the Company.
The Meetings should be held in accordance with legislation and must be duly convened with appropriate notice. The resolutions passed in these meetings should be documented in minutes by the Company’s Secretary and kept at the Company’s Registered Office.
Resolutions which affect the Directors, Secretary, Shareholders, Share Capital, Registered Office, Memorandum and Articles of Association, Charges on Assets and the Name of the Company should be communicated to the Registrar of Companies within a specific timeframe.
The first AGM must be held within 18 months from company’s incorporation date. Subsequently the AGMs should be held every year with no more than 15 months elapse between them. Failure to comply with this obligation constitutes a criminal offense and any Shareholder of the Company can submit a request to the Registrar of Companies to force the Board of Directors calling the meeting.
MATTERS DISCUSSED IN AGMs
- Review of the Audited Financial Statements;
- The Election/Re-election of the Board of Directors;
- The Appointment/Re-appointment of the Company’s Auditors and determination of their fees;
- The Declaration of Dividends in case the Board of Directors have proposed it.
EXTRAORDINARY GENERAL MEETING (EGM)
Any general meeting held apart from the AGM are considered EGM and such meetings may be held whenever the Board of Directors think it is fit and proper or when a specific majority of Shareholders so requests.
NOTICE FOR CALLING A MEETING
A timely notice of at least 21 clear days should be send to the Shareholders for an AGM according to the law.
A timely notice of at least 14 clear days should be send to the shareholders for an EGM according to the law, except in the case where a special resolution (75% voting power is required) will be proposed and the timely notice should be at least 21 clear days. Additionally the law provides for a special notice of 28 clear days for certain resolutions such as the removal of Directors in accordance with section 178 of the Company Law (Cap.113).
The notice is usually sent by the Secretary of the Company to the Shareholders.
- In the case of an AGM, all shareholders accept a shorter notice.
- In the case of an EGM, at least 95% of the shareholders accept a shorter notice.
- Date, time and place of the meeting
- Proposed Resolutions by category (Ordinary/Special)
- The Shareholders including their voting power
- Proxy form in case some Shareholders are unable to attend the Meeting