From incorporation through to signing
Discuss your business needsWe reply within one business day. Scope and fees are agreed before work starts.
In short
- Company formation and structure, director duties, shareholders' agreements and commercial contracts.
- Cross-border mergers and acquisitions, legal due diligence, sale and purchase agreements.
- Trademarks, copyright and patent filings, and the disputes that follow.
Explore the scope of our work
We advise Cyprus companies and their shareholders from incorporation through to signing: company formation and structure, director duties, shareholders' agreements, joint venture agreements, memorandums of understanding, and commercial contracts. We draft them, and we review the ones put in front of you.
On transactions we act on cross-border mergers and acquisitions, run legal due diligence, and prepare and review sale and purchase agreements.
We also register and protect intellectual property: trademarks, copyright, patent filings, and the disputes that follow. And we advise on the establishment and administration of trusts for wealth management, succession planning and asset protection.
How to start a first enquiry
Tell us the parties and a short outline of the matter, with any signing date that is close, so we can run a conflict check. If you are being asked to sign a shareholders' agreement, raise it before signature rather than after the disagreement, but please do not send the document itself until we confirm we can act.
For cross-border transactions we also act as process agent in Cyprus, and for foreign firms needing action on the ground, as correspondent counsel.
The work
Most shareholder disputes are decided by a document signed when everyone still agreed, which is why the decisions taken at incorporation are the expensive ones to reverse. This is company formation and structure, director and shareholder duties, shareholders' and joint venture agreements, and the commercial contracts that come after them.
Where to start
Setting up a company
Forming a Cyprus company with the structure decided first: share classes, articles that match the deal.
Drafting or reviewing a contract
Drafting and reviewing commercial contracts under Cyprus law: supply, services, distribution, agency and licensing.
Buying or selling a business
Share sales and asset sales in Cyprus: due diligence, the SPA, warranties and indemnities.
A dispute between shareholders
Shareholder disputes in Cyprus companies: deadlock, minority protection, director conflicts, and exits and buyouts.
The partner you will work with
How a matter runs
From first contact to implementation
Every matter is different, but the route is broadly the same. Knowing it in advance makes the cost and the timetable easier to judge.
First contact and conflict check
Engagement and fee agreement before any work begins
Review of the constitutional documents, the existing agreements and the commercial objective
Assessment of the structure and the risks it carries for each party
Drafting and negotiation, or due diligence where the matter is a transaction
Execution, filings at the Registrar of Companies, and registration of any intellectual property
Implementation and monitoring of the agreed terms
Setting a company up
The decisions taken at incorporation that are expensive to reverse
Forming a company is quick and cheap. Undoing a badly formed one, once there is money and a disagreement in it, is neither.
Who actually owns it
The shareholding as registered on day one is the position everyone will argue from later, and it is set before anybody has done any work. Founders who intend to earn their stake over time, investors who expect to come in at a valuation, and family members added for reasons that made sense at the time all leave the same trace: a register of members that does not match what the parties believe they agreed. If the intention is that a holding should be conditional, that condition belongs in a document signed at the same time as the shares are issued, not in a later recollection of what was meant.
The board, and what it can do without asking
Who is appointed to the board, how many of them there are, whether they act jointly or can bind the company alone, and what has to go back to shareholders before it is done, are questions that decide who really controls the company. A minority shareholder with a board seat and a list of matters that cannot be done without their agreement is in a materially different position from a minority shareholder with neither. This is settled in the constitution and in the shareholders' agreement together, and they should be read against one another rather than drafted separately.
Who receives the documents
The registered office is where formal notices and filings arrive, and the address given for each officer is where correspondence about them goes. This looks like housekeeping and it is the reason claims are served without the defendant knowing, and filings fall due without anybody being told. If the arrangement with whoever provides that address ends, it has to be replaced deliberately and the register updated, rather than left to be discovered when something important has already been delivered to an office nobody visits.
Nominee arrangements
Where shares are held by a nominee rather than by the beneficial owner directly, the arrangement is only as good as the paperwork behind it. That means a declaration of trust or a nominee agreement for each holding, current and signed, and a written direction whenever the nominee is to act. A direction is specific to what it names: one covering the shares in a single company does nothing about the shares the same nominee holds in another. Where a trust sits above the structure, a change at trustee level has consequences all the way down, which we set out in changing the trustee of a Cyprus trust.
Shareholders' agreements
The clauses that decide the argument you have not had yet
A shareholders' agreement is not a statement of goodwill. It is a set of answers written down while everyone is still willing to give them.
What cannot be done without agreement. A list of reserved matters is the single most useful clause in the document, because it converts a vague expectation of consultation into a defined right. Issuing shares, borrowing, giving security, changing the business, entering long commitments, paying salaries above a level and appointing or removing directors are the usual candidates. The list should be short enough to be workable and specific enough to be enforceable.
What happens when the parties cannot agree. Deadlock between equal holders is the most predictable failure in any two-owner company and the most frequently unaddressed. The mechanism does not have to be elaborate. It has to exist, it has to produce an outcome, and both sides have to be able to live with it on the day it is used rather than on the day it is drafted.
Who may sell, to whom, and on what terms. Restrictions on transfer, rights of first refusal, and the drag and tag arrangements that decide what happens when a buyer wants all of the company rather than part of it. Without them a holder can wake up with a new co-owner they did not choose, or find their stake stranded while the majority sells.
Where the next money comes from. Whether holders are obliged to fund, what happens to a holder who cannot or will not, and whether shortfall funding is debt or equity. A company that has to raise money in a hurry and has no agreed mechanism raises it on the terms of whoever is willing at the time.
How somebody leaves. Voluntary exit, the death or incapacity of a holder, and the position of a holder who is also an employee and stops being one. Valuation is the part that has to be pinned down: not a figure, but a method and a person who applies it.
What a departing holder may then do. Restrictions on competing, on soliciting staff and customers, and on the use of confidential information. These have to be proportionate to be worth having, and the temptation to draft them as widely as possible is usually the reason they fail.
Where an agreement of this kind has broken down and the argument has already started, that is a dispute rather than a drafting exercise, and it is dealt with under litigation and debt recovery. The person who drafted the document runs the dispute, which is not universal and which saves a good deal of the client's time.
Transactions
Due diligence, and what it is actually for
Not to produce a report. To change the price, the protections or the decision.
A buyer's investigation of a target has one purpose: to establish what is actually being bought, so that the deal can be repriced, protected against or abandoned. A review that produces a long document and no consequence has failed, however thorough it was. We therefore start from the small number of things that could change the answer and work outwards, rather than beginning at the top of a checklist and stopping when the budget runs out.
What matters varies with the target, but the same four questions recur. Does the seller own what it is selling, in the sense that the shares or the assets are held as claimed and are free of security and third-party rights. Does the business have the contracts it says it has, on the terms it says, and do those contracts survive a change of control. Are there liabilities that do not appear in the accounts, including disputes threatened but not yet brought. And is the business capable of operating after completion without the seller, which is a question about people, licences, systems and supply rather than about paperwork.
A data room is organised by the seller and reflects what the seller chose to include. The useful work is frequently in what is missing: the contract referred to in another contract but not produced, the year of board minutes with a gap in it, the schedule that does not reconcile to the accounts. Questions about absences are more productive than questions about documents.
Findings then have to go somewhere. Either the price moves, or the seller gives a promise about the position with a remedy attached if it turns out to be wrong, or the problem is fixed before completion as a condition of it, or the buyer accepts it with open eyes. Deciding which of those four applies to each finding is the part of the exercise that earns its fee, and it is done with the client rather than for them.
Commercial contracts
The terms businesses sign without reading
Most commercial disputes come out of ordinary trading documents rather than out of negotiated agreements: a supply arrangement recorded in an exchange of emails, an order confirmation with terms printed on the reverse, a framework agreement signed years ago and never looked at again. The pattern is consistent. The parties agree the commercial terms carefully, the price and the volume and the delivery date, and accept everything else as boilerplate.
The parts treated as boilerplate are the parts that decide what happens when something goes wrong. How the arrangement ends, and on what notice. Whether liability is limited, to what, and whether the limit is one you could live with. Who carries the risk of a delay caused by somebody else. Whether a change in cost can be passed on. What happens to work in progress, to tooling, to stock and to data at the end. And where a dispute is resolved, which is decided by a clause most people skip and which can turn a straightforward claim into a foreign one.
A short review before signature is cheap and it is almost always the highest-value legal spend a trading business makes. Where the contract is already signed and the problem has already happened, the exercise is different, and it starts with reading what was actually agreed rather than what the parties assumed.
If any of this concerns your own company, write to us with what it does and who the shareholders are, at office@kleanthousplatis.com, or the enquiry form. We reply within one business day.
Frequently asked questions about corporate and commercial work in Cyprus
Can you review a contract that has already been signed?
Yes, and it is a different exercise from a pre-signature review. Before signature the question is what to change. Afterwards the question is what was agreed, what it means for the situation in front of you, and what your options are. With the contract, anything that varied it, and the correspondence around the problem in front of us we can tell you where you stand rather than what you should have done.
How long does it take to set up a Cyprus company?
The formation itself is not usually the constraint. The constraint is the compliance and identification material for every person involved, which has to be gathered, checked and, where the parties are abroad, certified. Businesses that assemble that material early are ready when the formation completes. Businesses that leave it are still waiting weeks later, and the delay has nothing to do with the registry.
Do you act for the company or for the shareholder?
One or the other, and we say which at the outset and record it in the engagement. The company and its shareholders have different interests, and those interests separate at exactly the moment advice is most needed. Acting for both and hoping the question never arises is how a firm ends up unable to act for either.
What does this work cost?
Definable pieces of work are quoted as fixed fees: a formation, a contract review, a shareholders' agreement for an agreed structure, a set of resolutions. Transactions and disputes are priced by stage and estimated before each stage begins, because what they cost depends on what the other side does. In either case you have the figure before the work starts.
Within this practice area
Maternity Protection
Twenty two weeks, protection until five months after it ends, and a certificate that revokes a dismissal whether or not the employer knew.
Annual Leave and Working Time
Twenty days on a five day week, one continuous period of nine, and a forty eight hour average that annual leave and sick leave do not dilute.
Trade Marks: Registering, and Keeping the Right
CorporateUnfair Commercial Practices: What Is Banned
CorporateUnfair Terms in a Consumer Contract
A term that fails the good faith test does not bind the consumer at all, and one interest calculation is condemned by the statute without any test.
The Fourteen Day Right to Withdraw
A consumer buying at a distance may withdraw within fourteen days without a reason, and a seller who never mentioned the right lives with it for a year instead.
When a Cyprus Director Pays the Company's Debt
The company owes its debts, not its director. The commonest exception is not an exception at all: it is a personal guarantee signed years earlier and unread.
Shut Out of Your Own Company
The inspection rights a Cyprus shareholder can exercise today under Cap. 113, what section 141 keeps for directors, and what section 202 is actually for.
Company formation in Cyprus
Anyone can register a company in a week. What matters is the ten decisions taken, or skipped, before the Registrar sees anything: share classes, articles that match the deal, and the shareholder documents that prevent tomorrow's dispute. Formation with the structure decided first, and a plain-language compliance calendar at handover.
Shareholders' Agreement Lawyers in Cyprus
Every clause in a shareholders' agreement is the memory of someone else's dispute: transfers and pre-emption, deadlock, exits, valuation, reserved matters. Drafted while relations are good, checked against the articles, and reviewed before you sign someone else's version.
Commercial Contract Lawyers in Cyprus
Supply, services, distribution, agency and licensing, drafted by the people who litigate them. The five clauses that decide disputes, the Cyprus rules that override foreign templates, and the agency relationship the statute rewrites.
Buying or selling a business in Cyprus
Share deal or asset deal, due diligence that changes the price, the SPA with its warranties and indemnities, employees in the transfer, and the completion mechanics that protect the price agreed in the meeting.
Corporate and commercial, from formation to insolvency
Every page we hold on Cyprus corporate and commercial law, grouped by the stage the company has reached.
Three useful starting points
Browse all guidance by topic
Forming and running the company11
Cyprus Consults on Who May Own a Ship and on Amending Mortgages
The Deputy Ministry of Shipping has opened consultation on a bill that widens who may own a Cyprus ship and lets a registered mortgage be amended without losing priority.
Company Formation Lawyers in Cyprus
Forming a Cyprus company with the structure decided first: share classes, articles that match the deal, and the documents that prevent disputes.
The unregistered partnership cannot sue on its own contracts
While the default lasts, section 62 bars a Cyprus firm from suing on its own contracts. Cap. 116 gives one month to register a partnership and seven days to notify a change.
A Cyprus company or a branch
A Cyprus company is a separate legal person, a branch is your own company standing here. What each one must file under Cap. 113, and which the risk points to.
Registered Office and Mail
A registered office at Florinis 7, Nicosia for Cyprus companies, or a business address with mail handling for foreign companies: fixed €400 annual fee.
The Cyprus company annual compliance pack
One fixed annual fee that keeps a Cyprus company compliant: the HE32 annual return, the beneficial ownership confirmation, the registered office and basic secretarial work.
Cyprus Process Agent Services
Kleanthous & Platis LLC acts as process agent in Cyprus: fixed €600 per appointment per year, signed acceptance within one business day, same-day notice of service.
Technology & E-Commerce
Technology contracts, data protection and online trading in Cyprus, including artificial intelligence policies, supplier terms and liability for software.
The Cyprus Presence Pack
Process agent, EU GDPR representative and a Nicosia business address with mail handling, held by one law firm: €1,450 a year instead of €1,750.
EU GDPR Representative
Companies outside the EU that sell to or monitor people in it need an Article 27 representative. Kleanthous & Platis acts as yours in Cyprus, fixed €750 per company per year.
Cyprus Legal Opinions
Cyprus law opinions for cross-border financings and share purchases: capacity, authority, enforceability, and reliance by foreign lenders and counsel.
Written on this subject23
Changing the Board of a Cyprus Company: Documents and Traps
Appointing and removing directors of a Cyprus company: the fourteen-day filing, the documents the Registrar expects, and the traps that appear in groups.
Setting Up a Cyprus Company
The decisions taken at incorporation of a Cyprus company that are hard to reverse later, and the filing duties that begin the day it is registered.
Cyprus FDI screening: what Law 194(I)/2025 stops you doing
Since 2 April 2026 a foreign investment of EUR 2m taking 25 per cent of a strategic Cyprus business needs the Ministry of Finance's written approval first.
The Company Secretary and the Registered Office: What They Are For
What the secretary and the registered office actually carry: the HE32 annual return, the AGM, the statutory registers and the beneficial ownership filing, with each deadline.
Your Cyprus company changed size in 2023 and nobody told you
Law 28(I)/2025 raised every size threshold in section 141A of Cap. 113 by a quarter, and applied it to financial years beginning on or after 1 January 2023.
The product safety liability you cannot contract out of
Law 116(I)/2025 makes breach of the general safety requirement a civil wrong, and says that liability cannot be excluded by any contract term.
Your Cyprus Company Was Struck Off: What It Means, and the Way Back
Strike-off under section 327 of Cap. 113: the registrar's timetable, assets passing to the Republic under section 328, and restoration within twenty years.
Substance in a Cyprus Company
What it takes for a Cyprus company to be treated as genuinely established here by tax authorities, banks and counterparties, and what happens when it is not.
When a Cyprus Director Pays the Company's Debt
The company owes its debts, not its director. The commonest exception is not an exception at all: it is a personal guarantee signed years earlier and unread.
Directors Duties When a Cyprus Company Is Insolvent
What changes for directors of a Cyprus company facing insolvency: the shift towards creditor interests, wrongful and fraudulent trading, and personal liability.
Directors' Duties Under Cyprus Law
The duties a director of a Cyprus company owes to the company itself, when section 191 of Cap. 113 requires an interest to be declared at a board meeting, and the remedies.
Distance Selling in Cyprus: The Fourteen Day Right to Withdraw
The fourteen day right to withdraw in Cyprus, the cancel button a website has had to carry since June 2026, what a seller owes back, and where the right does not arise.
Shut Out of Your Own Company: What the Excluded Shareholder Can Do
The inspection rights a Cyprus shareholder can exercise today under Cap. 113, what section 141 keeps for directors, and what section 202 is actually for.
The Fifty-Fifty Company That Cannot Decide Anything
Deadlock in a two-shareholder Cyprus company is not solved by winning control. It is solved by rearranging the ownership, and the real fight is the valuation.
Moving a Business to Cyprus: Structure, Staff and Sequence
The four ways a foreign business can establish itself in Cyprus, who employs the staff afterwards, and what Cyprus employment law imposes regardless.
Is an Oral Agreement Binding in Cyprus? What Cap. 149 Actually Says
Section 10 of Cap. 149 lets contracts be oral or inferred from conduct. The traps: leases over a year need writing and two witnesses, and non-competes are void.
Personal Guarantees in Cyprus: What a Guarantor Really Owes, and When the Law Lets Go
Suretyship under Cap. 149: liability co-extensive with the debtor, revocation of continuing guarantees, the variations and lost securities that discharge, and subrogation.
Trade marks in Cyprus: registering, and keeping the right
Cap. 268 as rewritten by Law 63(I)/2020: what a mark can be, absolute and relative grounds, what registration lets you stop, opposition, and the five year use rule.
Unfair commercial practices in Cyprus: what is banned
Part II of Law 112(I)/2021: the four routes to unfairness, misleading actions and omissions, aggressive practices, the new green claim rules, and fines to 5% of turnover.
Unfair Terms in a Cyprus Consumer Contract
An unfair term does not bind the consumer under section 51 of Law 112(I)/2021: the good faith and imbalance test, the 360 day interest rule, and property contracts inside it.
Cyprus Share Purchase Agreement: Warranties and Indemnities
What warranties and indemnities do in a Cyprus SPA: how damages are measured, why the two are not interchangeable, and where the negotiation happens.
Do UK companies still need an EU representative?
A UK company offering goods or services to people in the Union, or monitoring them, needs an Article 27 representative. The exemption is narrow.
What to send your Cyprus process agent
The appointment clause as drafted, the appointing party and its jurisdiction, the term and the deadline. Four things, and the signed acceptance comes back the same day.
When it goes wrong2
Restructuring & Insolvency
Company restructuring and insolvency in Cyprus: directors' duties as a company approaches insolvency, creditor claims, liquidation and personal exposure.
Winding Up a Cyprus Company
Winding up a Cyprus company: the statutory demand, the presumption of insolvency, what freezes when liquidation begins, and how creditors rank.
Tax, residence and the IP box6
Cyprus Consults on a Domestic Top-Up Tax for Multinationals
The Ministry of Finance has opened consultation on a bill that inserts a Qualified Domestic Minimum Top-Up Tax into Cyprus law, taxing low-taxed group members here first.
Cyprus tax residency: the 183-day and 60-day rules
Who counts as a Cyprus tax resident under the Income Tax Law: the 183-day rule, the gateway and three conditions of the 60-day rule, and how travel days are counted.
Non-dom status, and what the 2026 reform changed
What non-dom status means in Cyprus, who has it and for how long, and what Law 245(I)/2025 changed from 2026: dividends at 5 per cent and rents taken out.
Cyprus income tax rates, from the 2026 tax year
From the 2026 tax year the first 22,000 euros of taxable income are free of income tax, up from 19,500, the 35 per cent band starts at 72,000, and companies pay 15 per cent.
The Cyprus IP box, from the statute outwards
How the Cyprus IP box works after the 2026 reform: the 80 per cent deduction, the nexus fraction, which assets qualify, and the effective 3 per cent ceiling.
Tax Residency and Non-Dom Checker
Whether you are Cyprus tax resident under the 183-day or the 60-day rule, and whether the non-dom exemption from special defence contribution is available.
Reference2
The Cyprus legal glossary
Forty-four terms of Cyprus law explained in plain English, each with its Greek name: from title deeds and specific performance to probate, appearance and the memo.
Legal Calculators
Free calculators for Cyprus law: transfer fees and VAT, limitation periods, forced heirship under Cap. 195, rent control, and tax residency.
Fixed-fee services for companies established outside the Union: the Cyprus presence pack, which holds the process agent appointment, the EU representative under Article 27 and a Nicosia business address together.
Related practice areas: Litigation & Arbitration and Restructuring & Insolvency.
