Law N.186(I)/2007 has inserted new provisions in the Cyprus Companies Law, Cap113 (the “Law”),  bringing the same in line with the provisions of Directive 2005/56/EC on cross border mergers of limited liability companies (the “Directive”) and facilitating cross border mergers with Cyprus companies, transfers into Cyprus of the registered office of foreign companies and the formation of the Societas Europae (“SE”), the last two having controversially preceded the implementation provisions on cross border mergers. This report is intended to provide practical guidance on the stages involved in a cross border merger with emphasis on the Cyprus company involved in the procedure.

The steps outlined below are contained within the wider provisions of the Law on arrangements and reconstructions. Reference to a “Company” will mean the Cyprus Company involved in the procedure.

This report applies specifically to a merger by acquisition of one or more companies by another company , or merger by the formation of a new company . What is envisaged is a cross border merger of companies which have been incorporated in accordance to the laws of a member state and have their registered office within the EC under the condition that at least two of these companies are governed by the law of different member states.

Under the Law, a cross border merger may only take place between companies for which merger is permitted in accordance to the provisions of the national law of the member state in which they are incorporated. In Cyprus any company may take part in a cross border merger, except companies with limited liability by guarantee and companies under dissolution.