Amendment of Articles of Association in Cyprus: Between Corporate Freedom and Abuse of Right – A Comparison with the Corresponding Regulation in Germany
Giorgos Kazoleas, Lawyer in Cyprus The Articles of Association constitute the regulatory framework of a company, governing the internal relations between its members and management. Under Cyprus law, flexibility in adapting this document is vital, but it is not unchecked. The Amendment Process (Section 12 of the Companies Law, Cap. 113) Pursuant to Section 12 of the Companies Law (Cap. 113), a company may amend its articles of association by passing a Special Resolution, subject to compliance with the provisions of this Law and the conditions contained in the Company’s Memorandum of Association. The Company may amend specific articles or its articles of association in their entirety. For the amendment to be valid, a majority of at least 75% of the members present and voting at the General Meeting is required, and the prescribed notice must have been given (typically 21 days, unless otherwise provided for private companies). Subsequently, the company must submit the special reso...