Group structuring in Cyprus
We will write down what actually links your companies to each other: who is a subsidiary of whom, and how a holding reaches full ownership when part of it will not sell.
Squeeze-out
Принудительный выкуп
90% by value
90% по стоимости акций
Window to approve
Окно на одобрение
4 months from the offer
4 месяца с оферты
When you need group structuring in Cyprus
Two companies and no written link
They share owners, staff and money, and nothing says which owns which. The first to ask will be a bank, a buyer or a tax authority.
An investor is entering one company
Money arrives in a single company while the value sits across several. Where the shares are issued decides what the investor actually bought.
One holder will not sell
Almost everyone agreed and the deal stops on a small parcel of shares. The law has an answer for that, and it runs on thresholds and clocks.
A reorganisation needs everybody
Moving assets or classes of shares between companies needs a majority you may not have counted, and sometimes a court order too.
You were asked for consolidated accounts
A lender or a buyer wants the group as one picture. Which companies belong inside it is decided by a definition, and the org chart has no vote.
The subsidiary was given parent shares
A tidy-looking cross-holding can be void from the start, and what was allotted that way does not become valid because years passed.
What group structuring in Cyprus covers
A group is not one thing. It is a set of separate relationships, each either written down or assumed until the day it matters. This work turns the assumptions into documents and filings.
Where the open question is which country a company should sit in, that is jurisdiction selection. Where the shares are held by one person for another, and control has to survive that, the instruments are on nominee and control tools.
What you get
- A written map of who holds whom
- The subsidiary question answered
- Cross-holdings checked for validity
- A route to full ownership
- Filings that match the papers
How a subsidiary is made
Three separate tests, and any one of them is enough. None is about the size of a stake, which is why an honest-looking share table can still give the wrong answer.
By votes
The other company holds the majority of the voting rights. This is the test people expect, and it is only one of three.
By the board
The other company is a member and controls the composition of the board: it can appoint or remove all or most directors without anyone else’s consent.
By agreement
The other company is a member and controls the majority of the voting rights of the other members through an agreement made with them. Nothing on the register shows this one.
Down the chain
A company is also a subsidiary of your company if it is a subsidiary of your subsidiary. Groups grow a layer at a time, and the definition follows them down.
What a subsidiary may never do
It may not be a member of its own holding company. An allotment or a transfer of shares to it is void, with a narrow exception where it acts only as a personal representative or trustee and the group has no beneficial interest. One that was already a member before the rule may stay, and votes at no meeting of the parent.
Getting to full ownership
Two routes, and they answer different problems.
- Where holders of not less than nine-tenths in value approve the offer within four months, the buyer may notify the rest in the next two months and is then entitled and bound to acquire their shares on the same terms; a dissenting holder has one month to ask the court to order otherwise.
- It runs the other way too. Once the buyer holds nine-tenths, it must notify the remaining holders within one month, and each of them may within three months require the buyer to acquire their shares.
- For a compromise between the company and its members, a majority in number representing three-fourths in value of those present and voting binds everyone — once the court sanctions it, and the order takes effect when a copy reaches the registrar.
Sources: the three tests, the chain and the control of a board — section 148; the ban on a subsidiary holding parent shares — section 28; the court-sanctioned compromise — section 198; the nine-tenths route and the right to be bought out — sections 201 and 202 of the Companies Law, Cap. 113.
Stages of work
Reading the group as it is.
We collect the registers, resolutions and agreements that exist and write down what each company actually holds in each other one, including holdings nobody filed.
Answering the subsidiary question.
Each pair is run against all three tests, because a company can be a subsidiary through an agreement while the share register shows nothing of the kind.
Checking what cannot stand.
Cross-holdings, shares issued to the wrong entity and votes that were never valid are separated out. What is void does not improve with age, so it is better found by you.
Designing the shape you need.
Where the group has to change — a holding company above, a subsidiary carved out, a class of shares moved — we set out the route, the majority it needs and whether a court must sanction it.
The route to the last holders.
Where full ownership is the goal, thresholds and clocks are planned before the offer goes out: the four-month window and the notices only work in that order.
Filings, and the papers behind them.
Every change lands as a filing at the register and a document in the company’s own books, done together so that they agree.
Our corporate work is gathered under Corporate & Structuring.
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