Change of Director or Secretary

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

1. 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.