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LEGAL UPDATES
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The Partnerships and Limited Partnerships and Business Names (Amendment) (No2) Law of 2011, the Companies (Amendment) (No3) Law of 2011
26.10.2011
Area(s) of Practice: Corporate and Commercial Law

1. “The Partnerships and Limited Partnerships and Business Names (Amendment) (No2) Law of 2011” amends the basic law, by providing that certain provisions of Part IV of Cyprus Company Law, Cap.113, regarding keeping books of account and auditing, shall also apply accordingly to partnerships. More specifically, the partnerships will also have to meet the obligations provided in sections 118-122 (submission of annual report to the Registrar of Companies), 142-143 (duty to draw up accounts that give a true and fair view of the company’s assets and position), 150 (publication of accounts), 151(report of directors), 152 (submission of accounts and directors report to the general meeting), and 156 (audit on accounts and directors reports) of Cyprus Company Law.

This Law was approved for purposes of harmonization with “EU Directive 2006/46/EC” (which amends Fourth EU Company Law Directive 78/660/EEC on the annual accounts of certain types of companies and Seventh EU Company Law Directive 83/349/EEC on consolidated accounts) and “Eleventh EU Directive concerning disclosure requirements in respect of branches opened in a Member State by certain types of company governed by the law of another State”.

2. The “Companies (Amendment) (No3) Law of 2011” amends the basic Company Law, Cap.113, by adding new section 37A, which allows the use of electronic methods for purposes of conducting the certification or affirmation or signature of any report or document required under the Cyprus Company Law. The amending legislation provides that:

a. The Registrar of Companies shall issue guidelines (directives) regulating procedural issues, regulating the details of the electronic method followed, and defining the meaning of the terms “form”, “certificate”, “minutes” and “other document” for purposes of the said section of the Law. The guidelines shall be published on the Registrar’s website.
b. The electronic signature shall be considered legally equivalent to a hand-written signature, for the purposes of any criminal or civil procedure. Furthermore, the law provides that the person using an electronic signature is assumed to have full knowledge of the document signed by him/her.
c. The statutory declaration provided in section 17(2) of the basic law, may be submitted electronically to the Registrar by a lawyer. In case of submission of a false statutory declaration, the person submitting it shall be liable as if he/she had made a false affidavit.

The aim of the aforementioned amendment is the simplification of the law regarding the signature and certification of documents.
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