Shareholders Agreement And Articles Of Association Cyprus

As a general rule, it is best to implement a shareholder pact when you form the company and issue the first shares. Indeed, it can be positive to ensure that shareholders` expectations of the company are shared. In this context, you will understand that, in certain circumstances, a SHA is a useful instrument that provides a procedural framework for the internal management of the business and determines the cases in which decisions must be made by directors or shareholders. SHA will generally look at the indication of ownership of the shares and the power of shareholders/directors to make company decisions, for example. B the date on which the transaction and the company`s assets can be sold. There is no standard form of SHA under Cyprus law, and it applies to the normal rules of contract law, so it is flexible to meet your needs. In the absence of a shareholders` pact, shareholder/director disputes are settled by the agreements provided by the statutes. When should the shareholder contract be drawn up? The development of a shareholders` pact should be carried out by an experienced lawyer, able to provide appropriate advice and assistance, tailored to the specific facts of each case. That is what we are trying to ensure in the Vasiliou Act. In Cane v Jones, according to the company`s articles, the chairman had a voice in the meetings of directors and shareholders. The complainant in the case stated that a unanimous agreement was reached between the shareholders, that the Chairman should no longer have a vote. It was found that a unanimous informal agreement was considered valid and effective in amending the company`s statutes, as it had the effect of a specific decision. Thus, Cane v Jones extended the Duomatic principle that an agreement of all shareholders is not limited to a single administrative decision, but that effective changes to the company`s statutes are sufficient.

Under the Cyprus Companies Act Cap 113 (the „law“), all limited companies are required, after their constitution, to adopt a statute (hereafter referred to as „AoA“) and a statute.