Description

In order to incorporate a lawyer’s company in the Republic of Cyprus, an approval by the Legal Council is necessary prior to the company’s registration.

Eligibility Criteria
A lawyer’s company/partnership may be registered, according to the Companies Law, provided that the Legal Council is satisfied that the following criteria are met:

(a) A general or limited partnership all of whose intended partners are advocates enrolled in the Register of Practising Advocates, under the Partnerships and Business Names Law; or
(b) A private limited liability company all of whose intended shareholders and members of the board of directors are advocates enrolled in the Register of Practising Advocates, under the Companies Law, provided that a general or limited partnership whose partners are advocates enrolled in the Register of Practising Advocates may be shareholders of the private limited liability company;
(c) A general or limited partnership or private limited liability company whose name consists exclusively of:
(i) The name or names of one or more practicing advocates, or
(ii) The name or names of advocates who, in the past, practised the profession in the Republic as partners in a general or limited partnership which existed on the date of entry into force of the Advocates (Amendment) Law of 2007; or
(iii) The name of a general or limited partnership which existed on the date of entry into force of the Advocates (Amendment) Law and contains the name or names of advocates who are, or were in the past, enrolled in the Register of Advocates.

Additionally, depending on the type of incorporation the intended partners/shareholders/directors should meet the conditions of practice as advocates. A person can practice as an advocate in Cyprus only if:

(a) he is enrolled as an advocate to the Registry of Advocates ;

(b) he has taken out an annual advocate’s licence;

c) has paid to the Advocates Pension Fund all amounts due by him.

Notably, the lawyers have not been deleted from the Registry of Advocates neither are pending a case before the Disciplinary Board, at the time of applying for the lawyer’s company incorporation.

Application Procedure

The application form for the approval of the incorporation of a lawyer’s company must be submitted directly to the competent authority:

Legal Council
1 Apellis Street, 1043 Nicosia
Tel. 357 22 889207
Fax. 357 22 667498
Email: mierodiakonou@papd.mof.gov.cy
Website: http://www.cyprusbarassociation.org

The application needs to be accompanied by the following documents:

• copies of the annual practising Licence of the advocates intended as partners/shareholders/directors of a certain type of incorporation;
• receipt of the last payment of pension fund of the advocates intended as partners/shareholders/directors of a certain type of a incorporation;
• two copies of the suggested Articles of Association

The applicant is informed regarding the authorization decision within three months from the date the application form and supporting documents were dully submitted. Every Lawyer’s Company, whose registration with the Registrar of Companies has been approved by the Legal Council, is recorded by the Bar Council in the “Register of Lawyers’ Companies”.

The annual licence expires on the thirty first day of December following the date of issue and the fee is payable to the Bar Council. Any advocate who practices as an advocate for a period up to ten years must pay the fee for the issue of the annual licence of € 68 and €171 if the practicing of the profession exceeds the 10 years.
Obligations and Supervision

Registered lawyer’s companies/partnerships are obliged to comply with the provisions of the Advocates Law, as periodically amended, as well as with the Code of Conduct, and among others with the following:

• any acquisition or transfer of shares in a private limited liability company registered as a Lawyers’ Company is deemed lawful and filed with the Registrar of Companies only upon the prior approval of the Legal Council;
• a Lawyers’ Company, which is registered as a private limited liability company is filed with the acronym “LLC” (Lawyers’ Limited Company) instead of the abbreviation “limited”;
• the name of the Lawyers’ Company which is registered in accordance with this Law may appear and be used both in Greek and Latin letters, irrespective of whether it has been registered in Greek or Latin letters with the Registrar of Companies.

The Legal Council decides on the striking off of a Lawyers’ Company from the Registry of Lawyers’ Companies, if the company ceases to fulfil the requirements described in paragraphs (a) or (b) in the eligibility criteria above, unless the reason for which it ceases to fulfil the requirements is due to the following:

(a) acquisition of interest for the cases referred to in paragraph (a) and, for the cases referred to in paragraph (b) acquisition of shares, as a result of succession, from a person who is not a practising lawyer; or

(b) loss, in any manner, by a partner or member of a company or member of its board of directors, as the case may be, of the capacity of practising advocate, and provided that the above reasons cease to exist within twelve months from the date on which they arose, in such a manner as to ensure that the Lawyers’ Company continues to fulfil the above mentioned requirements.

The dissolution of a Lawyers’ Company entails de jure its striking off from the Register of Lawyers’Companies.