Cyprus Process Agent Services

What a process agent does

A process agent is irrevocably appointed to accept service of court documents and contractual notices in a jurisdiction on behalf of a party that has no presence there. The appointment gives the counterparty certainty that proceedings can be validly served, and it is a standard condition precedent in cross-border financings, capital markets transactions and commercial contracts.

The commercial point is a provision of the Civil Procedure Law, Cap. 6. Under section 3 the court may order that a writ of summons be served out of the jurisdiction, under the Civil Procedure Rules 2023 or under any other applicable law, Union law, treaty or rule of private international law. Without a person here on whom service can be made, a claimant has to obtain that order first. An appointment clause removes the application, and with it the weeks it takes.

Where the appointing party is a foreign company with a place of business in Cyprus, the appointment is not only contractual. Under section 347(1)(d) of the Companies Law, Cap. 113, an overseas company establishing a place of business here must, within one month, deliver to the registrar the names and addresses of one or more persons resident in the Republic authorised to accept service on its behalf. Under section 349(1)(c) a change in those names or addresses must be filed within fifteen days, and under section 349(2) the registrar imposes a monetary charge for late filing irrespective of any prosecution. Section 352 then makes service sufficient if addressed to a person so notified and left at or posted to the address filed, with a proviso that is the reason appointments must be kept current: where the person has died, ceased to reside, refuses service or cannot for any reason be served, the section provides for service otherwise.

A Cyprus appointing company has its own clock and it is a different number. Under section 102(2)(a) notice of the situation of the registered office and of any change must be delivered within fourteen days, not fifteen, and section 102(4) attaches the same automatic charge to a late filing. Section 102(2A) is worth diarising when a group moves offices: for twenty-one days after the change is registered, documents may still be validly served at the previous registered office. The letterbox the deal team has abandoned has to be watched for three weeks.

One thing follows from the anti money laundering rules and it explains our sequence. An advocate taking a process agent appointment inside a financing is an obliged entity under section 2A(c)(ii) of Law 188(I)/2007, and providing a Cyprus address at which service is accepted is itself a regulated service under section 2A(d)(iii). Section 62(1) requires the identity work to be completed before the relationship is established, and section 62(4) prohibits establishing it at all where the due diligence cannot be completed. That is why we ask for the clause and the parties first and for nothing confidential until the appointment is confirmed. The closing proviso to section 61(1) adds the reason we verify the authority of whoever instructs us: the obliged entity must satisfy itself that any third person purporting to act for the client is duly authorised, and must identify that person too.

What the appointment includes

Written acceptance of appointment, in the form required by your transaction documents, signed and returned within one business day. Acceptance of service of proceedings and notices at our offices in Nicosia during business hours.

Notification to you and any instructing law firm on the same business day that a document is served, followed by transmission of the document by email and courier. Appointments run for the full term of the underlying facility or contract, with renewal handled by us so the appointment never lapses.

Typical transactions

We accept appointments under facility and loan agreements, bonds and notes, ISDA and other derivatives documentation, guarantees and security documents, shareholders' agreements, commercial contracts and settlement agreements. We are equally comfortable acting where the underlying documents are governed by Cyprus, English or other law.

A fixed annual fee per appointment

The fee is €600 per appointment for each year of the term, plus VAT where it applies. It is the whole of the cost: there is no charge for accepting service, notifying you or forwarding documents, and no charge arises if nothing is ever served.

Where one transaction requires several group companies to appoint us, ask: we quote a reduced fee per additional appointing party in the same documents.

Request the appointment

Tell us the transaction and the party appointing us. We run a conflict check and reply within one business day with the signed letter of acceptance in the form your documents require. Most appointments are in place the same day.

If the closing is imminent, say so in the notes and copy the request to klitos@kleanthousplatis.com.