Preliminary jurisdiction assessment
A defined assessment of whether Cyprus is an available forum on the facts supplied, the questions that need closer examination and any further information required. Its scope and limits are agreed at the outset.
A defined first step
Cyprus jurisdiction opinions
You may be based abroad and need to decide whether to bring a claim in Cyprus, or be advising a client whose dispute has a Cyprus connection. We can start with a focused written assessment of the jurisdiction question before you decide whether to commission a wider opinion.
We work directly with individuals and businesses, or with their existing lawyers. The instruction is framed around the decision you need to make.
A wider written opinion
A separate instruction can cover potential defendants, possible claims, recovery options and enforcement questions. We agree which questions the opinion must answer and what material needs to be reviewed.
Any action that follows
A letter before action, negotiations or proceedings are considered separately after the advice. The next step proceeds only once its scope and fee have been agreed.
What you receive
A written answer to the agreed jurisdiction question, identifying the material considered, the assumptions and qualifications, and any points requiring further investigation. We agree the format, intended recipients and delivery timetable before work begins.
Scope and fees
The preliminary assessment is a defined piece of work. A wider opinion and any subsequent action are quoted separately. After confirming we can act, we agree the scope and fee for each stage before starting it.
What to tell us first
- The parties, the countries involved and the connection with Cyprus.
- What happened, in brief, and the decision you need to make.
- Whether a contract names a governing law, court or arbitration seat, if you know.
- Any proceedings or notices, relevant dates or deadlines, and whether you already have a lawyer.
Mention whether you are enquiring for yourself or as counsel. A short outline is enough; documents can follow once we confirm we can act.
Request a written opinion
Corporate and transaction opinions, in short
A Cyprus law opinion can be given only by an advocate registered with the Cyprus Bar Association and holding a practising certificate: a document from an accountant or a corporate services provider does not satisfy a condition precedent that asks for one. It states conclusions of Cyprus law to named parties, within stated assumptions and qualifications. Scope, addressees and reliance wording are settled before drafting, not at closing.
Corporate and transaction opinions
The opinion, and who may give it
The following sections concern opinions required for a transaction. For advice on a dispute, start with the jurisdiction assessment above, or ask us to agree the scope of a wider written opinion.
A Cyprus law opinion is a written statement by a Cyprus advocate, addressed to named parties, on questions of Cyprus law arising out of a transaction. It is not advice to the company. It is a document the recipients rely on when they decide whether to sign, to lend or to complete.
Only an advocate registered with the Cyprus Bar Association and holding a practising certificate may give it. A foreign firm cannot opine on Cyprus law, and an opinion from an accountant, a corporate services provider or a company secretary is not the same document, whatever it is called. That is usually why foreign counsel are instructed to find Cyprus counsel in the first place: the condition precedent list asks for a legal opinion, and only a member of the Cyprus Bar can satisfy it.
The opinion is written for lawyers. It states what is opined on, what is assumed, what is qualified and who may rely on it, and everything outside those boundaries is outside it, deliberately and on the face of the document.
When it is needed
When foreign counsel ask for one
The request usually arrives at one of a small number of moments in a transaction.
- A cross-border financing where a Cyprus company is borrower, guarantor or security provider, and the finance parties want an opinion delivered as a condition precedent.
- Security documents governed by Cyprus law, or foreign law security over assets or shares situated in Cyprus.
- An acquisition where a Cyprus company is the target, the seller or the buyer, and the share purchase agreement requires an opinion at signing, at completion, or both.
- Confirmation of the capacity of a Cyprus company to enter into a transaction and of the authority of those signing for it.
- Whether a contract governed by a foreign law will be recognised in Cyprus, and whether a foreign judgment or arbitral award against a Cyprus company can be enforced here.
- Good standing confirmations, sought by a counterparty, a bank or a regulator.
- Corporate reorganisations, including intra-group transfers and cross-border mergers with a Cyprus entity in the structure.
- Trust matters where a Cyprus International Trust, under the International Trusts Law 69(I)/1992, is a party or holds the relevant asset.
The common thread is that somebody outside Cyprus has to take a decision that turns on Cyprus law, and needs it stated by someone who can be held to it.
Scope
What the opinion covers
Scope is agreed before drafting begins and is set by the transaction rather than by a standard form. Most opinions on a Cyprus company address some or all of the following.
- Due incorporation and existence. That the company is incorporated and validly existing under the Companies Law, Cap. 113, and that no steps have been taken, so far as the searches show, to strike it off or wind it up.
- Capacity. That entering into the transaction is within the company's objects and powers under its memorandum and articles.
- Corporate authority. That the board and, where required, the shareholders have taken the resolutions necessary to authorise the transaction and its execution.
- Due execution. That the documents have been executed in a manner that binds the company under Cyprus law.
- No conflict. That performance does not conflict with the constitutional documents or, so far as we opine, with Cyprus law.
- Validity and enforceability. That the obligations are valid, binding and enforceable against the company, subject to the qualifications set out in the opinion.
- Choice of foreign law and jurisdiction. That the choice of a foreign governing law and of a foreign forum will be recognised and given effect by a Cyprus court.
- Recognition and enforcement. That a judgment or an arbitral award obtained abroad can be recognised and enforced in Cyprus, and by what route.
- Filings and consents. That no consent, licence or filing in Cyprus is required to make the documents enforceable, or, where one is, what it is.
- Formalities. That no stamp duty, registration or notarisation is required in Cyprus for validity or enforceability, or, where it is, what is needed and when.
Where security is taken over shares in a Cyprus company or over assets here, the opinion also addresses creation, perfection and the registration of charges at the Registrar of Companies, and the consequences of not registering in time.
Documents
What we need, and how long it takes
Opinions are quick when the papers arrive together and slow when they arrive one at a time. What we ask for at the outset is this.
- The draft transaction documents in the form intended for signature, and the list of conditions precedent, so the opinion answers what is actually being asked.
- The form of opinion required, if the finance parties or the buyer have one. Where they do not, we propose one.
- Corporate documents from the Registrar of Companies: certificate of incorporation, certificates of directors and secretary, of registered office and of shareholders, and the memorandum and articles as currently in force.
- Board minutes or resolutions approving the transaction and authorising execution, and shareholder resolutions where the articles or the transaction require them.
- An incumbency certificate or director's certificate confirming the factual matters we are asked to assume.
- The names of the addressees and of anyone else who is to be permitted to rely.
We run our own searches at the Registrar of Companies rather than relying on copies supplied to us, and the opinion is expressed as at the date and time of those searches. A first draft on a straightforward corporate transaction is usually with foreign counsel within a few business days of the papers being complete, and a signed opinion follows once the documents are in final form and the resolutions are passed. Where the structure is unusual, or where security or a regulated entity is involved, we say so when we scope the work rather than at the end of it.
If the company also needs a Cyprus presence for the transaction, that is separate work and we deal with it separately: an agent for service under our process agent service, or incorporation and the corporate housekeeping that goes with company formation in Cyprus.
Reliance
Assumptions, qualifications and reliance
Assumptions and qualifications are not boilerplate, and they are not there to narrow the opinion until it says nothing. They mark the line between what a lawyer can properly state and what he cannot know.
We assume matters of fact we could not verify without becoming a witness: the genuineness of signatures, that copies conform to originals, that the resolutions were properly convened and remain in force, and that parties other than the Cyprus company have capacity and authority under their own laws. Where an assumption matters to the recipient we say so, and take a director's certificate rather than assume it silently.
Qualifications record the limits Cyprus law itself places on enforceability: insolvency and laws affecting creditors generally, the discretionary nature of equitable remedies such as specific performance and injunctions, limitation, and the rule that a Cyprus court will not give effect to a foreign law provision contrary to public policy in the Republic. Provisions expressed as conclusive evidence, or as liquidated damages, are enforced as Cyprus law allows and not as the drafting assumes.
Reliance is stated expressly. An opinion is addressed to named parties, commonly the borrower's counterparty, the agent, the security trustee and the lenders from time to time under the facility, and it may be extended to permitted transferees where the finance documents contemplate them. We are content to address an opinion to a foreign lender and to permit reliance by successors and assigns where that is agreed in advance, and we would rather agree the reliance wording at the start than negotiate it on the day of closing.
Three limits are worth stating plainly. We do not opine on any law other than Cyprus law. We do not opine on questions of fact. We do not opine on tax unless that is expressly within the agreed scope and we have been given the facts to do it on.
The law
The Cyprus law the opinion rests on
The corporate limb of an opinion is governed by the Companies Law, Cap. 113, which supplies the rules on incorporation and existence, the effect of the memorandum and articles, the authority of directors, and the registration of charges. Contractual validity is a matter for the Contract Law, Cap. 149, read with the common law as it applies in Cyprus.
On judgments, the route depends on where the judgment comes from. A judgment given in an EU Member State is recognised and enforced under Regulation (EU) 1215/2012, the recast Brussels Regulation, which requires no declaration of enforceability. Judgments from a number of Commonwealth and other countries are dealt with under the Foreign Judgments (Reciprocal Enforcement) Law, Cap. 10, and under the bilateral conventions Cyprus has concluded. Where neither route is available, enforcement proceeds at common law.
On arbitration, Cyprus is a party to the New York Convention on the Recognition and Enforcement of Foreign Arbitral Awards, ratified by Law 84/1979. International commercial arbitration is governed by Law 101/1987, which follows the UNCITRAL Model Law, while domestic arbitration remains under the Arbitration Law, Cap. 4.
On documents executed abroad, Cyprus is a party to the Hague Convention of 5 October 1961 Abolishing the Requirement of Legalisation for Foreign Public Documents, which entered into force for Cyprus on 30 April 1973. A public document from another contracting state carrying an apostille is accepted without consular legalisation.
Where Cyprus differs
Where the English answer is not the Cyprus answer
Most of what foreign counsel assume about a Cyprus company is right, because the Companies Law, Cap. 113 began as the English Act of 1948 and the common law applies here. The assumptions that fail are the ones drawn from English reforms Cyprus did not make, and they fail quietly, because nothing on the face of the documents says so. Four come up often enough to be worth stating.
The seal. An English lawyer reaches for a deed and a seal, or for the modern substitutes, and asks which Cyprus officers must affix what. Section 33 of Cap. 113 answers it differently: a contract that between private persons must be in writing may be made by a company in writing and either under its common seal or not, and one that must be signed may be signed by any person acting under the company's express or implied authority. A contract made that way binds the company and its successors. The practical question is therefore authority, not sealing, which is why the opinion turns on the resolutions and not on the impression at the foot of the page.
Objects and capacity. The objects clause has not gone away in Cyprus and a memorandum here is still worth reading. What has changed is the consequence. Under section 33A the company is bound towards third parties by the acts of its officers even where those acts fall outside its objects, unless the company proves that the third party knew. So capacity is a real limb of the opinion and it is answered from the memorandum and articles, while the risk it carries for a counterparty acting in good faith is narrower than the reading of the objects clause alone suggests.
Financial assistance. This is the one that surprises acquisition finance most. Section 53 of Cap. 113 makes it unlawful for a company to give financial assistance, directly or indirectly and whether by loan, guarantee, the provision of security or otherwise, for the purpose of or in connection with a purchase of or subscription for its own shares or those of its holding company, subject to the exceptions Cap. 113 itself provides. Where a Cyprus target is to guarantee or secure the debt that bought it, that has to be worked through before the structure is fixed, not discovered at the condition precedent stage.
Consideration. Under the Contract Law, Cap. 149, an agreement made without consideration is void unless it falls within the exceptions section 25 sets out, and those exceptions are narrow. Upstream and cross stream guarantees, and security granted by one group company for the obligations of another, are the documents where this is asked. What supports the Cyprus company's promise is something the opinion deals with rather than assumes.
None of this makes a Cyprus opinion harder to give. It makes the questions different from the ones a form drafted for another jurisdiction asks, which is why we mark up a form that does not fit rather than sign around it.
If a lender or counsel abroad has asked for an opinion, tell us what the transaction is and the date the opinion is needed by, at office@kleanthousplatis.com, or through the enquiry form. Your first message costs nothing: within one working day we tell you whether we can help and what it would cost.
Instructing us
How to instruct us
Tell us the parties, the transaction and the closing date you are working to, and the form of opinion required if you have one. The draft documents and the condition precedent list follow once we have confirmed. We confirm whether we can act, agree the scope and the addressees, and quote a fixed fee agreed in advance before any work starts. We do not begin drafting on an open-ended basis.
Kleanthous & Platis LLC acts for foreign law firms and in-house teams as Cyprus counsel on a referred basis, and the client relationship on the wider transaction stays where it is. More on how we work with firms outside Cyprus is on our page for international law firms. Opinions are settled and signed by Klitos Platis, Advocate.
Please do not send confidential documents until we have run a conflict check and confirmed that we can act.
Questions
Questions we are asked
Can I ask for a Cyprus jurisdiction opinion before deciding whether to bring a claim?
Yes. We can agree a focused written assessment before you decide on a wider instruction. Individuals and businesses can approach us directly, and lawyers abroad can instruct us for their clients. We confirm whether we can act, then agree the question, the material to review, the delivery timetable and the fee. A wider opinion, a letter before action or proceedings are separate instructions.
What does a preliminary jurisdiction assessment cover?
It gives a written answer to the agreed question about whether Cyprus is an available forum on the facts supplied. It identifies the material considered, its assumptions and qualifications, and any issues needing further investigation. A wider review of the merits, evidence or recovery prospects is scoped separately. If you need an opinion for use in court, tell us at the outset so that its purpose, recipients and required form can be agreed.
Who can give a legal opinion on Cyprus law?
Only an advocate registered with the Cyprus Bar Association and holding a practising certificate. A foreign law firm cannot opine on Cyprus law, and a document issued by an accountant, a corporate services provider or a company secretary is not a legal opinion, whatever it is headed. A condition precedent that calls for a Cyprus legal opinion is satisfied only by a member of the Cyprus Bar.
Is a legal opinion the same as a certificate of good standing?
No. A certificate of good standing is issued by the Registrar of Companies and records a registry position. An opinion is a lawyer's reasoned statement on questions of Cyprus law, addressed to named parties who rely on it. A transaction sometimes requires both.
Can you opine on English law provisions in the documents?
No. A Cyprus advocate opines on Cyprus law only. Where documents are governed by a foreign law, we opine on whether a Cyprus court will give effect to that choice and on the Cyprus law consequences, and foreign counsel opine on the governing law itself.
Will a Cyprus court give effect to a choice of foreign law?
A choice of a foreign governing law made in a commercial contract is recognised in Cyprus, and the opinion states that limb expressly. Recognition is subject to the limits Cyprus law places on it, including that a Cyprus court will not give effect to a provision contrary to public policy in the Republic. Foreign counsel opine on the foreign law itself.
Is an opinion needed where the Cyprus company is only a guarantor or security provider?
Usually yes. Where a Cyprus company gives a guarantee or grants security, the finance parties are relying on that company's obligations, so they ask for the same capacity, corporate authority, due execution and enforceability limbs as they would for a borrower. Where security is granted, the opinion also deals with creation, perfection and registration.
Does a charge created by a Cyprus company have to be registered?
Yes. Particulars of a charge to which section 90 of the Companies Law, Cap. 113 applies must be delivered to the Registrar of Companies within twenty one days of the creation of the charge. If they are not, the charge is void as against the liquidator and against any creditor of the company, and the money it secures becomes immediately payable. A missed filing is not always the end of it: section 96 allows the Court to grant relief where the omission was accidental or due to inadvertence or other sufficient cause, or where it is otherwise just and equitable, and that relief is discretionary rather than a formality. The opinion addresses registration and what follows from missing the period.
Do you opine on tax?
Not unless tax is expressly within the agreed scope and we have been given the facts to opine on. An opinion on a financing or an acquisition ordinarily deals with corporate, contractual and enforcement questions. Where a tax view is needed it is scoped and dealt with separately rather than folded into the enforceability limbs.
Will the opinion be given without qualification?
No opinion on enforceability is given without qualification, because Cyprus law itself places limits on enforcement: insolvency and laws affecting creditors generally, the discretionary nature of equitable remedies, limitation, and public policy in the Republic. What can be settled in advance is which qualifications this transaction needs and how they are worded, so that nothing appears for the first time on the day of closing.
Can a Cyprus legal opinion be addressed to a foreign lender?
Yes. Opinions are commonly addressed to an agent, a security trustee and the lenders from time to time under a facility, and reliance can be extended to permitted transferees where the finance documents contemplate them. The addressees and the reliance wording are agreed before drafting rather than at closing.
Will you use the finance parties' form of opinion?
Yes, where it can be made accurate as a statement of Cyprus law. A form drafted for another jurisdiction often contains limbs a Cyprus advocate cannot properly give, and we mark those up and explain why rather than signing around them. Where the finance parties have no form, we propose one.
How long does a Cyprus law opinion take?
On a straightforward corporate transaction, a first draft is usually with foreign counsel within a few business days of the papers being complete. The signed opinion follows once the documents are final and the resolutions are passed. Security, regulated entities and unusual structures take longer, and we say so when we scope the work.
Do you need original corporate documents, or will copies do?
We run our own searches at the Registrar of Companies rather than working from copies supplied to us, and the opinion is expressed as at the date and time of those searches. For the company's own resolutions and constitutional documents, certified copies are ordinarily enough, and where a matter of fact is central to the opinion we take a director's certificate instead of assuming it.
Do we need an apostille on Cyprus corporate documents?
It depends on where the documents are going, not on the opinion. Cyprus is a party to the Hague Convention of 5 October 1961, so a Cyprus public document carrying an apostille is accepted in another contracting state without consular legalisation. For the opinion itself we work from our own searches at the Registrar of Companies.
What happens if the transaction documents change after the opinion is drafted?
The opinion is given on the documents in the form we have seen and identified in it. If those documents change, we review the changes and reissue, rather than leave a signed opinion pointing at a draft that no longer exists in that form. This is why the final drafts and the passed resolutions are needed before signature.
How is the fee for an opinion agreed?
A fixed fee is agreed in advance, once the scope, the addressees and the form of opinion are settled, and we confirm it before any work starts. We do not begin drafting on an open-ended basis. Scope is what drives the work, which is why it is agreed first.
Can you act as Cyprus counsel where another firm leads the transaction?
Yes. We act for foreign law firms and in-house teams as Cyprus counsel on a referred basis. The client relationship on the wider transaction stays with the instructing firm, we deal with the Cyprus law limb and report to them, and we do not approach the client separately.
We have a draft Cyprus opinion from the other side's counsel. What should we be checking?
Read the addressee and reliance wording first, because an opinion addressed to someone else gives you nothing. Then read the assumptions against the limbs: an assumption can quietly take back the limb above it. Check that the searches are expressed as at a date and, where it matters, a time. Check that the qualifications are the ones Cyprus law requires rather than a wider set carried over from a precedent. If a carve out is doing more work than the law needs, it is a drafting choice and it can be discussed.
The opinion assumes the resolutions were validly passed. Does that hollow out the corporate authority limb?
It narrows it, and whether that matters depends on what else is delivered. Where the authority limb is the point of the opinion, the assumption should be supported by something: a director's certificate, or the minutes and the articles themselves reviewed rather than assumed. An assumption that the recipient cannot verify, sitting under the limb the recipient is paying for, is worth raising before completion rather than after.
The opinion is addressed to the agent and the lenders but not to us. Does it give us anything?
Not by itself. Reliance is a matter of the wording, and an opinion states expressly who may rely on it. If you need to rely, ask to be named or to be brought within the reliance wording, and ask before the opinion is signed. Adding an addressee afterwards means reissuing the document.
The searches paragraph gives a date but no time. Does that matter?
It can. A company search speaks as at the moment it was run, and a filing made later the same day will not appear in it. Where the opinion carries a no winding up or no strike off statement, the date and time of the search is what that statement is anchored to, which is why we express it that way.
Can a Cyprus legal opinion be apostilled?
Not in the way the question usually means. An opinion is a private document, not a public one, so what an apostille can reach is a certification of the advocate's signature, not the letter itself. If a foreign registry or notary needs the document authenticated, tell us at the outset, because the route depends on what that recipient will accept.
Our notary will not proceed until he has confirmation that the company exists and that the people signing represent it. Is that the same as a legal opinion?
It is a narrower document and it is worth saying so at the outset. A notary usually wants existence, good standing and representation authority confirmed as at the date of his appointment, rather than the enforceability limbs of a transaction opinion. Scoping it as what the notary actually needs keeps it short and lets it be dated to his day.
Can the opinion be dated to the day of a notarial appointment or a completion?
Yes, where that is agreed when the work is scoped rather than requested on the day. An opinion speaks as at its date and off searches run for it, so a particular date means running the searches again and having the final documents and resolutions in place beforehand.
Does a Cyprus company need a company seal to sign?
Not as a general requirement. Section 33 of the Companies Law, Cap. 113 allows a contract to be made by a company in writing either under its common seal or not, and to be signed by a person acting under the company's express or implied authority. What the opinion examines is that authority.
Is a transaction outside the company's objects void in Cyprus?
Not as against a third party who did not know. Section 33A of Cap. 113 binds the company towards third parties by the acts of its officers even where those acts fall outside its objects, unless the company proves the third party knew. Capacity is still opined on, and the memorandum and articles are still read.
Does Cyprus have financial assistance rules?
Yes. Section 53 of Cap. 113 makes it unlawful for a company to give financial assistance, directly or indirectly and whether by loan, guarantee, the provision of security or otherwise, for the purpose of or in connection with a purchase of or subscription for its own shares or those of its holding company, subject to the exceptions the Law itself provides. It is worth raising while the structure is being fixed.
Is a legal opinion the same as a legal due diligence report?
No, and they answer different people. A due diligence report is written for the buyer or the lender's own assessment and describes what was found, with the risks graded. An opinion states conclusions of Cyprus law on defined questions, to named parties who rely on it, within stated assumptions and qualifications. A transaction sometimes calls for both, and they are scoped separately.
Do we need a Cyprus opinion at all if the facility agreement is governed by English law?
Usually yes, and the governing law is the reason rather than an answer to it. English counsel opine on the English law questions. What no English firm can state is whether a Cyprus company had the capacity and authority to enter into the documents, whether they were executed in a way that binds it, whether a Cyprus court will give effect to the choice of English law and the chosen forum, and whether a judgment could be enforced here.
We are buying an asset that already carries a charge. Does anything have to be filed in Cyprus?
Yes, and it is easy to miss because nothing was created at completion. Section 92 of Cap. 113 requires a company registered in the Republic that acquires property subject to a charge, of a kind that would have needed registration had the company created it, to deliver the prescribed particulars and a certified copy of the instrument to the Registrar of Companies within twenty one days of the acquisition being completed. Where the property is situated and the charge was created outside the Republic, the period instead runs from when the copy could have been received in the Republic in the ordinary course of post. The section provides a fine on the company and its officers for failure to comply.