Memorandum and Articles of Association — often referred to as M&AA — is the statutory document of any Cyprus company. It is a record of the business activities in which a company can engage and outlines the way in which a company will be governed.
In Cyprus, the M&AA must be written in Greek and signed by a qualified company lawyer. When complete, a copy is deposited with the Registrar of Companies.
The Memorandum is the backbone of a company. It contains the name of the company, the address of the registered office, which must be in Cyprus and, most importantly, the objects of the company. In other words, it states why this company was incorporated and what are its powers.
Additionally, the Memorandum includes special provisions concerning the liability of the company members, as well as details about share capital, including the currency, amount, price per share, names of shareholders and the number of shares held by them.
For Cyprus companies there is no minimum required amount of share capital or currency stipulations, but typical value is considered to be €1.000,00 divided into of 1.000 shares €1,00 each. For these standard companies the share capital is considered to be paid up out of the registration fees, paid to the Registrar of Companies when the company is registered/acquired.
For certain companies, such as those in the insurance industry, IBUs and others, the authorized and paid capital is higher.
Shareholders’ liability is limited up to the amounts they have paid for their shares. Members of the company can increase the authorized and paid share capital at any time.
Articles of Association
The Articles of Association contain the regulations for the internal management of a company. Included in the document are the internal constitution of a company, as well as a private agreement between shareholders and the company.
These agreements might outline procedures, powers of directors, shareholders’ proceedings and rights of shareholders, such as voting. Other provisions could include dividends, accounts and audit, the right of transfer and the procedure to transfer shares, general and annual general meetings and more.
The Articles of Association can be amended at any time by a special resolution of members with a majority vote of more than 75 percent.