Change of Director or Secretary

At IBCCS TAX we are experienced international tax planning advisers offering legal
& tax advisory assistance both on an international and local scale.

Change of Director or Secretary

Once a Cyprus company has been incorporated, it is possible to change its secretary or directors.

Changing the director or secretary of a company in Cyprus involves several legal steps as governed by the Companies Law, Cap. 113.

This could be done either through a resignation process from the same person or from the shareholders.

Before embarking on such changes, it is vital to consider who is eligible for the role.

Planning, implementation, & compliance

Planning, implementation, & compliance

Frequently Asked Questions

Generally, the procedure followed for the resignation of a director or secretary in a Company is as follows:

  1. The resigning director or secretary executes and delivers to the Company a dated resignation letter.
  2. The Company must file at the Registrar of Companies, within 14 days from the date of the resignation, an HE4 form setting out the changes in the officers of the Company (i.e. setting out the particulars of the resigning director or secretary, indicating that he or she has resigned and specifying the date of his resignation).
  3. The above mentioned form must be accompanied by a Secretary’s Declaration confirming that the changes set out in the HE4 form are reflected in the Corporate Register of the Company.

Generally, the procedure followed for the appointment of a new director or secretary in a Cyprus Company is as follows:

    1. The General Meeting of the Company passes an ordinary resolution appointing the new Director or Secretary, this is usually done in the Annual General Meeting.
    2. It is common for the Articles of Association to afford to the directors themselves some powers to appoint other directors to fill in a casual vacancy or as an addition to the existing or appoint a new secretary where there is vacancy of the said position. 
    3. The Company must file at the Registrar of Companies, within 14 days from the date of the appointment of the new Director, or Secretary an HE4 form setting out the changes in the officers of the Company (i.e. setting out the particulars of the new director or secretary and specifying the date of his appointment).
    4. The above mentioned form must be accompanied by a Secretary’s Declaration confirming that the changes indicated in the HE4 form have been correctly reflected in the Corporate Register of the Company.

It is a common practice to proceed with the resignation and appointment of a director simultaneously and submit these changes to the Registrar of Companies in the same form or in the case where there is resignation and appointment of new secretary, the submission to the Registrar is also stated in the same form.

 

In the cases where no new director or secretary is appointed, the company will be strike off.

Are You Looking For Tax Advice?

Reach out to us by clicking on the button here.

Seamless Transitions and Tailored Tax Solutions

Since 2014 we’ve continually explored new ways of finding viable solutions. Our vision is to keep doing business that inspires us to create more. Our mission is to create a better everyday operating life for the businesses and to offer a wide range of tailor-made solutions.
We assist our clients in relocation and at all stages of their entrepreneurship adventure: from structuring the business in a tax-efficient manner, through the daily administration and operations of the companies.

What people say about us

Management Team

Cezary Zieniuk

Managing Partner

Jowita Jablonska

Managing Partner

Anna Gavriilidi

Accounting Department Manager