Every company that is incorporated in the Republic of Cyprus may participate in a cross-border merger, with the exception of companies limited by guarantee and companies under liquidation. A cross-border merger is the merger of companies that have been incorporated in the EU or the EEA, provided that at least two of these companies are governed by the law of different member states. Such cross-border mergers may take the form of an acquisition, an amalgamation, or an absorption.
A cross-border merger that takes the form of an acquisition, an amalgamation or an absorption, and at least one of the merging companies is a Cypriot company or the company that is created from the merger is a Cypriot company, is subject to the following requirements. In order to begin the cross-border procedure between companies, the directors of each of the Cypriot companies that take place in the cross-border merger as well as the competent administrative organ of the company/ies that are incorporated in EU/EEA member states and participate(s) in the cross-border merger must prepare a common plan for the cross-border merger and filed it with the Registrar of Companies, along with the requisite accompanying documentation.
Alongside the filing of a common plan for the cross-border merger with the Registrar of Companies, each of the merging companies must prepare a directors’ report and an independent expert’s report, which must be put before the members at least a month before the intended date of calling a general meeting to approve the cross-border merger.
Following the approval of the cross-border merger by the members at the general meetings of each of the merging companies, every Cypriot company files an application at the appropriate District Court for the issuing of a Court Order approving the completion of the cross-border merger. This application is accompanied by a pre-merger certificate that the merging companies incorporated in EU/EEA member states obtain and forward to the Cypriot acquired / absorbed / newly-incorporated company, as the case may be. Following the issuing of the Court Order, every merging Cypriot company files the Court Order with the Registrar of Companies, along with the required accompanying documentation.
In cases where the completion of the cross-border merger results in the incorporation of a new company in the Republic of Cyprus, the above procedure is supplemented with the procedure for the incorporation of a company in Cyprus and a copy of the Court Order will accompany the memorandum of the newly-incorporated company.
The Registrar of Companies proceeds to publishing the announcement of the completion of the cross-border merger in the Official Gazette of the Republic of Cyprus and to issuing the Merger Certificate or the Certified Memorandum and Articles of Association along with the Court Order, depending on the nature of the merger.
