The responsibility for compliance with the ever increasing amount of company legislation ultimately rests with the directors and company secretary. The role of the company secretary how become increasingly specialized and indeed for the unwary, complying and keeping pace with such legislation can prove an unexpected, unwanted and onerous burden.

Recognizes the need of companies, be they small family – publicly quoted companies or international entities established in Cyprus, for specialized professional company secretarial support provided by skilled people who understand the legislation and how it affects the company.

We provide a wide range of advisory, consultative and specialist services covering many aspects of company secretarial administration including:

Formations
We recognize that every company is different and accordingly consider it worth giving detailed thought to the purpose of a company to ensure the constitution and structure adopted is appropriate.

We either tailor the formation of the company to your exact requirements or, should you be in a hurry to incorporate, provide a “ready made” company from those held in stock. Additionally registered office and full company secretarial facilities can be provided.

At company secretarial advice is not restricted to companies limited by shares, we also provide company secretarial services to:

• Companies limited by guarantee
• Partnerships
• Joint ventures
• Chartered companies
• Charities
• Provident funds

Compliance
Legislation imposes many duties and obligations which must be fulfilled promptly and properly. Failure to comply can result in the Registrar of Companies imposing penalties upon the company’s officers and may eventually lead to a company being struck off the register with a subsequent loss of control over assets. Indeed directors can find themselves disbarred from holding office for persistent lengthy default.

Can ease the burden of compliance by:

• Preparing the documents required to convene the annual general meeting
• Preparing the annual return
• Minuting of board and general meetings
• Maintenance of statutory books and records
• Ensuring the filing requirements of the Companies Act is met.

Additionally we will ensure that you are notified in advance of a potential default position arising the respect of your annual compliance requirements, allowing time to rectify the situation before any action is commenced by the Registrar of Companies.

Investigations
Reports by the department of trade and industry have indicated the many companies are in default and consequently liable to penalties or fines. A default position usually indicates a lack of resources available from within the company or a lack of proper procedures and guidance.

Can investigate and audit the historical statutory information of companies to ensure compliance with the relevant legislation, as well aw making sure the company’s constitution and structure are appropriate for its needs. We will produce a detailed report on our findings suggesting solutions to any problems arising and assist in rectifying any apparent deficiencies.

Situations where such investigations can be desirable, if not essential are, for example, prior to:

• The sale or acquisition of a compan
• A merger
• Re-organization or reconstruction
• A share listing on the Stock Exchange

Consultancy
Any company with its own established company secretarial facility may at times experience unusually high demands on its time or expertise, or staffing changes may result in various priorities and responsibilities being neglected. We can assist the company secretary faced with such situations by the provision of a wide range of consultancy services designed to assist an organization overcome these problems.

Will:

• Analyze your existing company secretarial procedures
• Provide a detailed report of our findings
• Advise on any restructuring necessary
• Assist in the rectification of default positions.

Areas covered by this service include:

• Statutory compliance procedures
• Maintenance of statutory records
• Nominees shareholder investigations
• Shareholder enquiries
• Share and document registration
• Dividend payments
• Preparation for and conduct of general meeting
• Internal compliance audit
• Technical guidance and advice
• Appointment of appropriate professional advisers

Shares
Share registration is an important area as its deals with the rights and title of a company’s membership. Can provide a wide range of company secretarial services for:

Share registration
Can offer to clients a fully comprehensive company secretarial and share registration facility through the combination of our specialist share registration service, and our company secretarial service.

New issues
Whether a new, rights or bonus issue is being undertaken we tailor our service to your precise requirements in such areas as:

• Pre-emption rights
• Vetting applications received
• Preparing allotment lists
• Preparing and issuing share certificate
• Preparing returns for the Registrar of Companies
• Updating the register of members
• Advising on the appointment of share registrars
• Supervision and audit of the same

Capital
We can provide a comprehensive service when the following are contemplated:

• Redemption of shares
• Increase or reduction in capital
• Consolidation, subdivision and reclassification of existing shares
• Creation of new class of shares
• Alternation of existing class rights
• Cancellation of shares

As well as such other company secretarial advice or services a particular situation may require.

Meetings
Annual and extraordinary general meetings of shareholders can provide a company secretary with many organizational problems, as well as the procedural or technical problems which many arise.

Appreciates the pressure that this can impose and can assist in ensuring that the meeting runs smoothly. We can:

• Advise on the drafting, printing and posting of notices
• Arrange suitable premises for the meeting, provide stewards and co-ordinate staff thereat
• At the meeting, provide advisory and procedural services
• Liaise with Registrars over the counting of proxies received.

We can also provide company secretarial services to board and committee meetings, including:

• Preparation and circulation of an agenda
• Attendance at meetings for the provision of company secretarial advice including the minuting of the proceedings
• Ensuring appropriate action is taken in respect of Companies Act compliance.

International
As markets become increasingly international, companies are expanding their foreign operations.

Through network, we can offer clients a truly international network of corporate advice covering Europe, North America and Australasia as well as most of Central and South America, The Middle East, Africa, Asia and the Pacific, including the main offshore jurisdictions and can offer a wide range of services and advice, including:

• The establishment of a registered subsidiary or branch by an overseas company in Cyprus
• The registration overseas of a subsidiary or branch by a Cyprus registered company
• The incorporation of and compliance services to, companies in overseas jurisdictions.