Implementation and scope

The original text of the Second Company Law Directive and the first amendment thereto introduced by Directive 92/101/EEC of 23 November 1992 have been transposed into the Cypriot legal order by means of Law 70(I)/2003, which was published and took effect on 11 July 2003, and Law 70(I)/2007, which was published and took effect on 22 June 2007. It should be recalled that the transposition deadline for Cyprus was 1 May 2004. The second wave of amendments effected by Directive 2006/68/EC of 6 September 2006 was implemented in Cyprus by Law 87(1)/2008, which was published and came into force on 17 October 2008. It is worth stressing that the deadline for the transposition of that Directive was 15 April 2008. The aforementioned domestic legislative measures have amended the Cypriot Companies Law (“CCL”), Chapter 113 and should therefore be read in conjunction with it.

The scope of the Second Company Law Directive is limited to public limited liability companies (see no 1 of Chapter 1). In Cyprus, the Second Company Law Directive applies, first, to δημόσιες εταιρείες περιορισμένης ευθύνης με μετοχές (public companies limited by shares) and, second, to δημόσιες εταιρείες περιορισμένης ευθύνης με εγγύηση που διαθέτουν μετοχικό κεφάλαιο (public companies limited by guarantee and having a share capital). Article 1(2) of the Second Company Law Directive provides Member States with the discretion to exclude from its scope of application investment companies with variable capital and cooperatives that take the form of a public limited liability company. The CCL does not contain such exclusions. The provisions discussed below apply therefore equally to the two aforementioned entities, unless it is otherwise provided for in the legislation specifically introduced to regulate them.