CYPRUS Law and Practice Contributed by: Ioanna Solomou, Stephanos Ayiomamitis, Andria Kouloumi and Lefteris Eleftheriou, Michael Kyprianou & Co LLC
vened when needed by the board or, in certain cases, by shareholders holding a prescribed percentage of voting rights. The conduct of meetings is governed by statutory pro - visions and the company’s articles of association. Key rules include that: • proper notice must be given (typically at least 21 days for AGMs, unless shorter notice is agreed), specifying the agenda; • a quorum must be present for the meeting to pro - ceed; and • a chairperson presides over the meeting. Shareholders may attend in person or by proxy, and resolutions are passed either by a show of hands or by poll, depending on the circumstances. Minutes must be kept as an official record by the secretary. Decisions are generally made by ordinary resolution (simple majority) or special resolution (usually 75% majority) depending on the matter. 4.4 Shareholder Claims There are several bases of claim against the company or its directors under the Companies Law and general principles of equity and common law, by which share - holders can enforce their rights and interests. First, shareholders may bring a derivative action on behalf of the company against directors for breaches of fiduciary duties (such as acting in bad faith, for improper purposes, or in conflict of interest), where the company itself fails to act. Second, shareholders – particularly minorities – may seek relief for unfair prejudice or oppression, where the company’s affairs are conducted in a manner that is unfairly detrimental to their interests (often leading to remedies such as buyouts or regulation of the company’s affairs). Additionally, shareholders may have personal claims where their individual rights are infringed – for exam - ple, breach of the articles of association (which form a statutory contract), denial of voting rights, or failure to pay declared dividends. Claims may also arise in cases of misrepresentation (eg, in relation to share subscriptions) or where directors have breached duties causing loss to shareholders directly, although
such claims are more limited compared to derivative actions. 4.5 Shareholders in Publicly Traded Companies There are certain disclosure obligations for sharehold - ers in publicly traded companies in Cyprus, which primarily derive from the Companies Law as it has implemented EU legislation transparency frameworks. Under the transparency framework (as transposed into Cyprus law), shareholders may be required to notify the issuer and the regulator when their voting rights reach, exceed or fall below certain thresholds (typically 5%, 10%, 15%, 20%, 25%, 30%, 50% and 75%). These notifications must be made promptly and include details of the shareholder’s holdings and voting rights. The regime applies not only to direct shareholdings but also to indirect holdings and certain financial instruments that confer economic exposure or voting rights. Oversight and enforcement of these obligations are carried out by the Cyprus Securities and Exchange Commission. In addition, disclosure obligations relating to UBO exist in Cyprus under AML legislation, which requires companies to maintain and submit information on their beneficial owners to a central register. However, for publicly listed companies admitted to trading on a regulated market, there is generally an exemption from identifying beneficial owners in the same way as private companies. As a result, while UBO disclosure obligations exist in principle, they are typically disap - plied or limited for listed companies, with transpar - ency instead achieved through the major shareholding notification regime and ongoing market disclosures. 5. Corporate Reporting and Disclosures 5.1 Financial Reporting Requirements When it comes to financial reporting, companies in Cyprus are required by law to file audited financial statements. The financial statements must be in line with the International Financial Reporting Standards (IFRS) and provide a clear and accurate representation of the company’s financial position. They are usually prepared by the companies’ auditors, as appointed
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