Cap. 116 gives one month to register a partnership and seven days to notify a change, and section 62 stops a firm in default from enforcing its own contracts by action.
A great deal of business in Cyprus is done by partnerships and by individuals trading under a name that is not their own. The instrument is the General and Limited Partnerships and Business Names Law, Cap. 116, and it contains one provision that decides cases before the merits are reached.
Section 62: no registration, no action
Section 62 provides that where any firm, or any natural or legal person, required by the Law to file a statement of particulars, or required by section 54(1) to file a statement of any change in those particulars, has failed to do so, then the rights of the defaulter under or arising out of any contract made or entered into by or on behalf of the defaulter in respect of the business for which particulars are required cannot, while the default continues, be enforced by action or other legal proceeding, whether in the firm name, in the business name, or otherwise.
Three things follow, and they matter to both sides of a dispute.
For a claimant, an unregistered firm or an unnotified change is not a technical irregularity. It is a bar on suing on the business's own contracts for as long as it lasts. For a defendant, it is a point available on the face of the register rather than one that has to be proved from the facts of the transaction. And because the bar is on enforcement rather than on the contract, the contract itself is unaffected: what is suspended is the ability to sue on it.
And the relief, which is an application rather than a filing
The first proviso to section 62 supplies the answer. The defaulter may apply to the Court for relief against the disability the section imposes, and the Court, if satisfied that the failure was accidental, or due to inadvertence, or to some other sufficient cause, or that on other grounds it is just and equitable to grant relief, may grant it either generally or for particular contracts.
Three conditions ride with it. The costs of the application are paid by the defaulter unless the Court orders otherwise. The Court may impose such other terms as it thinks fit. And relief is not given unless notice of the application is served and published as the Court directs.
That last requirement is the reason the point is worth catching early. Curing a section 62 default is a contested application with notice and publication, not a form filed at the Registrar, and it takes time a limitation period may not have.
The two deadlines
Section 51(1) requires registration by sending by post or delivering to the Registrar, within one month of the date of formation, a statement in the prescribed form signed by all the partners, containing: the firm name; the general nature of the business; the principal place of business; and the present name or names and surname, nationality and usual residence of each individual partner, whether general or limited, together with the name of any corporate partner.
Section 54(1) requires that where a change is made or occurs in any of the registered particulars, a statement in the prescribed form, signed by the firm or the person concerned, specifying the nature of the change, is sent or delivered to the Registrar within seven days of the date of the change. Section 54(2) provides that a dissolution of a partnership, other than one falling under section 34(1)(a) or (b), counts as a change for that purpose.
Seven days is short, and the events that trigger it are the ordinary ones: a partner joining, a partner leaving, a change in a partner's particulars, a move of the principal place of business.
What non-compliance costs, apart from section 62
Section 61A(1) gives the Registrar an administrative charge where a firm, a legal or natural person, or any partner of theirs, fails within the statutory time to file a statement of a change in the place of business, a change in the particulars of the owner of a business name, a change in the particulars of an existing partner, the appointment of a new partner, or the cessation of an existing one. The charge is up to 50 euro, with a further charge of 1 euro for each day the contravention continues, up to a maximum total of 250 euro for each contravention.
That is a modest sum next to the disability in section 62, which is the point: it is not the charge that hurts.
Joining, leaving, and who answers for the debts
Section 20(1) provides that a person admitted as a partner into an existing firm does not, by that fact alone, become liable to the creditors of the firm for anything done before he became a partner.
Section 20(2) provides that a partner who retires from a firm does not, by that fact alone, cease to be liable for partnership debts or obligations incurred before his retirement.
Section 20(3) provides the exit: a retiring partner may be discharged from existing liabilities by an agreement to that effect between himself, the members of the firm as newly constituted, and the creditors.
The asymmetry is deliberate. Joining does not import the past; leaving does not shed it. Only an agreement with the creditors does, and the retirement deed between the partners alone will not.
Execution against a partnership, and against a partner
Section 25(1) provides that no writ of execution issues against any property of the partnership except on a judgment against the firm. A judgment against one partner personally does not reach the partnership's assets.
Section 25(2) gives that creditor a different route. On an application by summons of any judgment creditor of a partner, the Court or a Judge may make an order charging that partner's interest in the partnership property and profits with payment of the amount of the judgment debt and interest on it, and may, by the same or a later order, appoint a receiver of that partner's share of the profits.
A charging order over an interest and a receiver over a share of profits is a different remedy from execution against assets, and it is the one available here.
What this means in practice
Check the register before you sue, and before you are sued. Section 62 is the first question in any claim brought by a partnership or by a trader using a business name, and it is answered from the Registrar's file rather than from the contract.
Diarise seven days, not thirty. The registration deadline in section 51(1) is a month; every change after that is seven days under section 54(1), and a dissolution counts as a change.
Get the creditors' agreement on the way out. Section 20(3) is the only route by which a retiring partner sheds existing liabilities, and it needs the creditors as parties, not just the continuing partners.
Ask for the right remedy against a partner. Where the judgment is against one partner and the assets sit in the firm, section 25(2) points at a charging order and a receiver over the share of profits, not at a writ of execution that section 25(1) will not permit.
Questions we are asked
What happens if the partnership was never registered?
Section 62 of Cap. 116 removes the ability to sue on the business. Where a firm, or a natural or legal person, required by the Law to file a statement of particulars, or required by section 54(1) to file a statement of a change in those particulars, has failed to do so, its rights under or arising out of any contract made by or on its behalf in respect of the business for which particulars are required cannot, while the default continues, be enforced by action or other legal proceeding, whether in the firm name, in the trading name or otherwise. The debtor does not have to plead anything clever; the disability is on the face of the section.
Can that be cured?
Yes, by application. The first proviso to section 62 lets the defaulter apply to the Court for relief against the disability the section imposes, and the Court may grant it, generally or for particular contracts, where it is satisfied that the default was accidental, or due to inadvertence, or to some other sufficient cause, or that it is just and equitable on other grounds to give relief. The costs of the application are paid by the defaulter unless the Court orders otherwise, relief may be given on such terms as the Court imposes, and it is not given unless notice of the application is served and published as the Court directs.
How long is there to register, and to report a change?
Section 51(1) requires registration by sending or delivering to the Registrar, within one month of the date the partnership was formed, a statement in the prescribed form signed by all the partners, giving the firm name, the general nature of the business, the principal place of business, and the present name or names and surname, nationality and usual residence of each individual partner, general or limited, and the name of any corporate partner. Section 54(1) requires a statement of any change in the registered particulars within seven days of the date of the change, and section 54(2) treats a dissolution as a change for that purpose, other than a dissolution under section 34(1)(a) or (b).
Who is liable for what when a partner joins or leaves?
Section 20(1) provides that a person admitted as a partner into an existing firm does not by that fact become liable to the creditors of the firm for anything done before he became a partner. Section 20(2) provides that a partner who retires does not by that fact cease to be liable for partnership debts or obligations incurred before his retirement. Section 20(3) allows a retiring partner to be discharged from existing liabilities by an agreement between himself, the members of the firm as newly constituted, and the creditors.
Can a judgment against one partner be executed against the partnership's property?
Not directly. Section 25(1) provides that no writ of execution issues against any property of the partnership except on a judgment against the firm. Section 25(2) gives the personal judgment creditor of a partner a different route: on an application by summons the Court or a Judge may make an order charging that partner's interest in the partnership property and profits with payment of the judgment debt and interest, and may by the same or a later order appoint a receiver of that partner's share of the profits.
Sources
This article is provided for general information purposes only and does not constitute legal advice.
Klitos Platis
Advocate, Partner
Kleanthous & Platis LLC, Nicosia · Published 23 August 2026
Need advice on your own matter?
Send us the documents and a short description at office@kleanthousplatis.com and we will reply within one business day.
Or use the enquiry form, message us on WhatsApp, or call +357 22 680 330.
When Cyprus law changes, hear it from us
One short email when something changes that matters: new legislation, a decision worth knowing, a deadline. Written by the partners, no marketing, unsubscribe with one click.
Your address is used for these updates and nothing else.
More on this: A Cyprus company or a branch, Registered Office and Mail, The Cyprus company annual compliance pack, Company Formation Lawyers in Cyprus.