With travel restrictions currently in place in Cyprus response to the novel coronavirus COVID-19, questions arise as to how and (if at all possible) to conduct meetings of Directors, Shareholders and other key stake holders of Cyprus companies.
Meetings of Directors and Shareholders of Cyprus Companies
The Shareholders of Cyprus companies must meet at least once a year for the Company’s Annual General Meeting to, inter allia, approve the company’s audited financial statements, consider the appointment of the Board of Directors of the Company, the Company’s auditors and the payment of final dividends to shareholders (following a recommendation of the Board of Directors).
Directors of Cyprus companies are under several duties to, inter allia, act in the best interests of the company and exhibit due care and skill in managing the affairs of the Company.
Significant transactions and decisions need to be discussed and thoroughly considered and businesses need to continue to operate, irrespective of the impracticality of holding physical meetings.
Video and Telephone Conferences
One of the most popular methods of ‘meeting’ and interacting during this crisis is through video conferencing platforms or through telephone conferences.
The Cyprus Companies Law, Cap. 113 and the model Articles of Association provided in Table A of Cap.113 are silent on the question of remote meetings and provide for video and telephone conferences.
Matters of this nature are thus often regulated by the Articles of Association of each Company, with more thorough and modern Articles of Association include explicit provisions for video conferences and even (unanimous) resolutions in writing.
Particular attention should be given to the specific wording and process laid out in the Articles of Association of each company.
On a final note, it is also important to note the minimum notice requirements provided for by Cap.113 and to ensure compliance with these as well as with other requirements for the provision of particular information and documents prior to certain meetings.
Do not hesitate to contact us (info@paraschou.com.cy) for further clarifications. Any articles, posts and any information posted here are provided solely for reading pleasure and for no other purpose and should not be construed as a substitute for legal advice.
