RESTORATION OF A COMPANY IN CYPRUS

In Cyprus, a company that has been struck off from the companies register can be restored and deemed to have continued in existence as if its name had not been struck off. Restoration is governed by Article 327 of the Companies Law, Cap. 113 and may be effected through either administrative restoration or restoration by court order. The appropriate procedure depends primarily on the reason for the strike-off and the time that has elapsed since it occurred.

Administrative Restoration

Administrative restoration allows a company to be reinstated directly by the Registrar of Companies without court involvement. This procedure is available within 24 months from the date of strike-off and generally applies where the company was removed due to statutory non-compliance — such as failure to file annual returns or financial statements, non-payment of annual fees, or where the Registrar had reasonable cause to believe the company was inactive.

An application must be submitted by a director or member, together with all outstanding filings and payment of any accrued fees, penalties and charges. Where company assets have vested in or been dealt with by the Republic following strike-off, written consent from the competent authority may also be required. Upon satisfaction of the statutory requirements, the Registrar restores the company to the Register and publishes notice in the Official Gazette. Once restored, the company is treated as if it had never been struck off.

Administrative restoration is typically faster and more cost-effective; however, it is strictly limited to the 24-month period following strike-off.

Restoration by Court Order

Where administrative restoration is unavailable — most commonly because more than 24 months have passed — restoration may be sought by application to the Court under Article 327(7) of Cap. 113. This remedy is available for up to 20 years from the publication of the strike-off notice in the Official Gazette.

An application may be filed by the company, a shareholder, a creditor, or any person who has suffered loss or damage as a result of the strike-off. The Court will assess whether the company was carrying on business at the time of strike-off and whether it is otherwise just and equitable to restore it. If satisfied, the Court may order restoration and impose conditions, including the filing of outstanding statutory documents and payment of any outstanding fees or penalties. Once the court order is filed with the Registrar, the company is deemed to have continued in existence as if it had never been struck off.

How We Assist

Our firm provides comprehensive legal support in all matters relating to the restoration of companies under Article 327 of the Companies Law, Cap. 113.

We advise clients on the most appropriate restoration route — administrative or court-based — following a careful assessment of the circumstances of the strike-off, the time elapsed, and any outstanding compliance issues.

Our services include:

  • Conducting a full corporate status and compliance review
  • Preparing and filing applications for administrative restoration
  • Drafting and submitting court applications under Article 327(7)
  • Representing clients in restoration proceedings
  • Liaising with the Registrar of Companies and relevant authorities
Book Consultation