Corporate & Commercial Lawyers in Cyprus

Kleanthous & Platis advises Cyprus companies, shareholders, directors, entrepreneurs and international investors on corporate transactions and commercial arrangements. We assist from the early planning stage, when the parties are still deciding how a transaction should be structured, through negotiation, signing, completion and the corporate steps that follow.

Our work is document led and commercially focused. We identify the people and entities involved, the intended result, the timetable, the required approvals and the main areas of legal risk before preparing or revising the transaction documents.

Company formation and structuring

We advise on the incorporation and organisation of Cyprus companies for trading, investment, property holding and other lawful business activities. The appropriate structure depends on the proposed ownership, management, financing and future plans of the business.

Our work may include:

• reviewing the proposed ownership and management structure;

• incorporating Cyprus private companies;

• preparing constitutional and corporate documents;

• appointing directors, a secretary and registered office;

• issuing and transferring shares;

• preparing board and shareholder resolutions;

• recording changes to officers, members and share capital;

• coordinating with accountants, banks and other advisers where required; and

• identifying further regulatory, tax or licensing advice that may be needed from the appropriate adviser.

We do not treat incorporation as an isolated filing exercise. Where the company will have more than one shareholder, external financing, valuable intellectual property, property assets or a planned exit, the governing arrangements should be considered from the outset.

Corporate governance and decision making

Clear corporate records are important when a company enters a transaction, borrows money, changes ownership or faces a disagreement between those involved. We prepare and review board minutes, shareholder resolutions, authorities, powers of attorney and related documents required to evidence corporate decisions.

We also advise directors and shareholders on the practical operation of the company's articles, contractual restrictions and approval requirements. This may include questions concerning directors' powers, reserved matters, voting thresholds, conflicts of interest, distributions, access to information and the validity of a proposed corporate act.

Shareholders' agreements

A shareholders' agreement can reduce uncertainty by setting out how the company will be funded, managed and ultimately sold or transferred. It is particularly important where the shareholders contribute different assets, expertise or levels of finance, or where one shareholder will manage the day-to-day business.

Depending on the circumstances, the agreement may address:

• the business of the company and its agreed objectives;

• board composition and appointment rights;

• matters requiring enhanced or unanimous approval;

• future funding and the consequences of a failure to contribute;

• issue and transfer of shares;

• pre-emption rights;

• tag-along and drag-along arrangements;

• dividend policy;

• confidentiality and protection of business information;

• restrictions relating to competing activities;

• deadlock procedures;

• events of default, compulsory transfers and valuation;

• exit arrangements; and

• the law and procedure governing disputes.

The drafting should reflect the actual commercial understanding. Standard clauses can produce unintended results if they do not match the relative bargaining position of the parties, the source of funding or the way decisions will be made in practice.

Share purchases, business transfers and joint ventures

We act in transactions involving the purchase or sale of shares, the transfer of a business or selected assets, and the establishment of joint ventures. The legal process is shaped by what is being acquired, how the price is calculated, what liabilities are assumed and what must happen before completion.

Our work may include:

• preliminary heads of terms and confidentiality agreements;

• legal due diligence;

• share purchase and share subscription agreements;

• asset and business transfer agreements;

• joint venture and investment agreements;

• disclosure letters and disclosure materials;

• warranties, indemnities and limitations of liability;

• conditions precedent and regulatory approvals;

• completion documents and corporate approvals;

• escrow, retention or deferred payment provisions; and

• post-completion filings and implementation steps.

Where a transaction includes Cyprus land, leases, financing, employees, regulated activities or ongoing disputes, those matters should be identified early so that they can be addressed in the timetable and documents.

Legal due diligence

Legal due diligence helps a buyer or investor understand what it is acquiring and whether the documents support the commercial assumptions behind the transaction. The scope should be proportionate to the size and risk of the proposed investment.

A review may cover corporate records, ownership, material contracts, financing and security, property interests, licences, employment arrangements, intellectual property, claims, disputes and regulatory matters. We report on the issues identified, their potential effect and the contractual protection or practical action that may be appropriate.

For a seller, preparing the records and disclosure exercise in advance can reduce delay and make negotiations more orderly.

Commercial contracts

We draft, review and negotiate contracts used in the ordinary operation of a business. The aim is to describe the commercial arrangement accurately, allocate responsibility in a workable manner and provide a clear route if performance does not proceed as expected.

Our work includes:

• supply and purchase agreements;

• services and consultancy agreements;

• distribution and agency arrangements;

• franchise agreements;

• commercial cooperation and joint marketing agreements;

• confidentiality agreements;

• licensing and intellectual property provisions;

• website, platform and digital service terms;

• manufacturing and procurement arrangements;

• standard terms of business; and

• settlement, variation and termination agreements.

Important points often include the description of the goods or services, price and payment, acceptance criteria, delivery, change control, intellectual property, confidentiality, data handling, warranties, liability, insurance, termination, consequences of termination and dispute resolution.

Cross-border transactions

Cyprus companies are frequently used in transactions involving shareholders, assets, customers or counterparties in more than one country. We advise on the Cyprus law and corporate aspects of such arrangements and coordinate with foreign counsel when another legal system must also be considered.

This may involve reviewing foreign-law documents for their effect on a Cyprus company, preparing Cyprus corporate approvals, issuing legal opinions within an agreed scope, arranging powers of attorney and completing the Cyprus steps required by the wider transaction.

Ongoing corporate and commercial support

Businesses often require advice after a transaction has completed. We assist with amendments, renewals, notices, corporate approvals, changes in ownership, contract interpretation and emerging disagreements. Early review can help a business preserve its position before correspondence or conduct makes the issue more difficult to resolve.

Where a commercial matter develops into a dispute, our transactional and litigation work can be coordinated. This allows the relevant contract, corporate records and correspondence to be assessed together.

How we handle a matter

At the outset, we ask for a concise account of the proposed transaction or issue, the names of the relevant parties, any draft documents and the intended timetable. After conflict and regulatory checks, we identify the work required and confirm the proposed scope and fee basis in writing.

During the matter, we maintain a document list, identify open points and explain the legal effect of material changes. For transactions, we also prepare or review the signing and completion requirements so that responsibilities and outstanding steps are clear.

Frequently asked questions

Can you incorporate a Cyprus company for an overseas client?

Yes. Much of the process can be handled remotely, subject to the required identification, verification and regulatory checks. The proposed ownership, management and activity should be explained before incorporation so that the structure and required services can be considered properly.

Do I need a shareholders' agreement if the company already has articles?

The articles regulate the company and form part of its constitutional framework, but they may not address the shareholders' commercial arrangement in sufficient detail. A separate agreement can cover funding, reserved matters, transfers, deadlock, confidentiality and exit arrangements. The two documents should be prepared or reviewed together.

What information is needed for a contract review?

We need the current draft, any term sheet or commercial proposal, the identity of the parties, the intended transaction, the points already agreed and any deadline. It is also useful to know which issues are commercially essential and which remain open to negotiation.

How long does a corporate transaction take?

The timetable depends on the complexity of the transaction, the state of the records, the due diligence required, the number of parties and whether financing or approvals are involved. Once the initial documents are reviewed, we can identify the principal stages and likely dependencies.

Can the firm assist if the parties are already in disagreement?

Yes. We review the governing documents, corporate records and correspondence to identify the parties' rights, the decisions that can validly be taken and the available procedural or commercial options. Urgent advice may be required if assets, management control or pending corporate action are at risk.