CYPRUS Law and Practice Contributed by: George Middleton, Christoforos Iosif and Michalis Kramvis, Chryssafinis & Polyviou LLC
entitled to attend the meeting (and vote), but share- holders who have no voting rights need not be sum- moned to the meeting and have no right to attend it. A notice calling a meeting must state the time and place at which it will be held. If the meeting is called to pass a special or extraordinary resolution, the notice must state as much, and the proposed resolution must be set out verbatim. It would also seem nec- essary to set out verbatim an ordinary resolution for which special notice is required or when a resolution has been put on the agenda of an AGM at the request of shareholders. Apart from these special requirements and unless the articles of association contain any additional require- ments, it is sufficient for the notice calling a meeting to specify the nature of the business to be transacted in sufficient detail to enable the shareholders to decide whether they should attend the meeting in order to protect their interests. Additional requirements apply with respect to the content of a general meeting notice for listed companies. Generally speaking, shareholders have the right to inspect the minutes of any general meeting of the company, the company’s register of members and the company’s register of charges. The directors of the company are obliged to prepare financial statements with respect to each account- ing year, which must be audited and presented to the shareholders together with the directors’ and auditors’ report at the company general meeting. The finan- cial statements presented at the AGM together with the company’s annual returns must be filed with the Department of Registrar of Companies. Moreover, the directors of a company are obliged to notify the Department of Registrar of Companies of any changes to the composition of the board of direc- tors or to its shareholders and their respective share- holdings (only with respect to private companies). The directors must also notify the Department of Registrar of Companies of any changes to the company’s mem- orandum or articles of association, the company’s capital or the company’s registered address, and of any charges and/or mortgages granted by the com-
pany over its assets. All such information notified to the Department of Registrar of Companies is available
to the public for inspection. 2.5 Format of Meeting
General meetings can be held remotely by electronic means or with written/electronic approval, unless the articles of association of the company expressly pro- vide otherwise. 2.6 Quorum, Voting Requirements and Proposal of Resolutions The quorum requirements depend on the company’s articles of association. If provision for a quorum is not made in the articles of association, the following applies (Section 128 (1)(c) of the Companies Law): • for private companies with more than one member, two members must be present; and • for any other company, three members must be present. 2.7 Types of Resolutions and Thresholds Different types of resolutions require different vot- ing percentages for approval. The type of resolution required for the approval of specified actions is deter- mined by the relevant legislation (Cap. 113) and/or the company’s articles of association. To the extent that the relevant legislation requires a particular type of resolution for the approval of an action, the articles of association of the company cannot provide for a lower threshold than the one set out in the legislation for the approval of the action in question, but it remains pos- sible for the articles of association to require a higher threshold than the one set out in the legislation for the approval of the particular action. 2.8 Shareholder Approval As a matter of principle, shareholder approval is usual- ly required for matters that affect shareholders’ rights. Typical matters that require shareholders’ approval by law include the following: • changing the name of the company (75%); • amending the memorandum or articles of associa- tion of the company (75%); • reducing the company’s capital (75%);
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