ΠΡΟΣΛΗΨΗ ΑΣΚΟΥΜΕΝΟΥ ΔΙΚΗΓΟΡΟΥ

Το Δικηγορικό Γραφείο ΓΕΩΡΓΙΟΣ Λ. ΣΑΒΒΙΔΗΣ & ΣΙΑ ΔΕΠΕ δέχεται αιτήσεις για την άμεση πρόσληψη ασκούμενου Δικηγόρου για το γραφείο της Λεμεσού.

Oι ενδιαφερόμενοι παρακαλούνται όπως αποστείλουν το Βιογραφικό τους Σημείωμα στην Ηλεκτρονική Διεύθυνση: limassol@glslaw.com.cy

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NEW CYPRUS MERGER CONTROL LAW

 NEW CYPRUS MERGER CONTROL LAW – The Control of Concentrations Between Undertakings Law of 2014 (Law 83(I)/2014)

 

Cyprus has recently enacted a new merger control law that has brought about many changes to the existing legal framework as regards the notification and examination of concentrations, which are summarized as follows:

(1)   The abolition of the strict one week deadline for filing the relevant notification with the Commission for the Protection of Competition (“CPC”);

(2)   The substantive test for determining whether a concentration is compatible or not with the competitive market has been amended with the introduction of “substantial lessening of competition” element in the factors to be taken into account when assessing a concentration, thus moving away from the previous test of the “creation or enhancement of a dominant position”;

(3)   The minimum turnover requirements / thresholds for rendering a concentration subject to notification and clearance by the CPC have not been increased but were merely rounded upwards to €3.500.000.

(4)   Under the new law, a concentration would need to be notified for clearance to the CPC if the following three conditions are cumulatively met:

  1. The aggregate turnover achieved by at least two of the participating  undertakings exceeds, in relation to each one of them, €3.500.000; and
  2. At least two of the participating undertakings inCyprushave a  turnover inCyprus; and
  3. At least €3.500.000 out of the aggregate turnover of ALL of the participating undertakings relates to turnover being generated inCyprus

Under the previous law, the second limb of the test provided for any one of the participating undertakings to have commercial activities inCyprus. The new second limb of the test appears to have been improved to provide for at least two (instead of one) participating undertakings and for such undertakings to have turnover in Cyprus (instead of commercial activities in Cyprus) perhaps as an attempt to exempt partially foreign-to-foreign concentrations or Cypriot companies which have no trading activities in Cyprus but are simply holding or investment companies. As you can appreciate, we will have to wait and see how the CPC will enforce and interpret these provisions.

(5)   One other important change which has been introduced is the payment of a filing fee of €1000 for all concentrations notified to the CPC. An additional fee of €6000 will also need to be paid in the event that a full investigation (Phase II) will need to be carried out by the CPC.

(6)   The notification to be filed with the CPC must now also make reference to the HHI index.

For any further information and/or clarifications, please feel free to contact us at limassol@glslaw.com.cy

 

 


 

PROPOSED AMENDMENTS TO THE CYPRUS COMPETITION LAWS

PROPOSAL FOR THE AMENDMENT OF THE CYPRUS COMPETITION LAWS

The Cyprus Commission for the Protection of Competition (“CPC”) had launched a public consultation procedure last month, inviting any interested parties to make comments and submit suggestions on two draft amending legislations for the amendment of the Law on the Protection of Competition (the “Competition Law”) and the Law on the Control of Concentrations Between Undertakings (the “Merger Law”).

The aim of the proposed amendments to the Competition Law is to improve the existing framework for the application of the national and EU competition rules and to extend the investigative and enforcement powers of the CPC. One other important aspect of the proposed amendments to the Competition Law is the enhancement of private enforcement proceedings as regards actions for damages and the transposition into national law of certain of the provisions of the Proposal for a DIRECTIVE OF THE EUROPEAN PARLIAMENT AND OF THE COUNCIL on certain rules governing actions for damages under national law for infringements of the competition law provisions of the Member States and of the European Union (COM/2013/0404 final – 2013/0185 (COD). The proposed amending legislation also repeals section 6(2) of the Competition Law which prohibits the abuse of a relationship of economic dependence, for which a similar prohibition does not exist under EU competition rules.

As regards the proposed amendments to the Merger Control Law, it is important to state that the strict one week deadline for filing the relevant notification with the CPC will now be abolished. Furthermore, the substantive test for determining whether a concentration is compatible or not with the competitive market will be amended through the introduction of “substantial lessening of competition” element in the factors to be taken into account when assessing a concentration, thus moving away from the previous test of the “creation or enhancement of a dominant position”.

It is important to also note that the CPC has attempted to revise and/or amend the minimum requirements / tests for rendering a concentration subject to notification and clearance by the CPC as a means of exempting foreign-to-foreign transactions which are not directly related to Cyprus. The turnover thresholds however, have remained the same as before (€3.500.000) which in our view, would still result in foreign-to-foreign transactions been subject to notification and clearance by the CPC. One other important change which will be introduced will be the payment of a filing fee of €1000 for all concentrations notified to the CPC. An additional fee of €6000 will also need to be paid in the event that a full investigation (Phase II) will need to be carried out by the CPC. The introduction of the aforementioned fees coupled with the continuation of the very low turnover thresholds, are in our view the major drawbacks of the proposed amendment to the Merger Control Law.

NEW SCHEME FOR NATURALISATION OF INVESTORS IN CYPRUS

SCHEME FOR NATURALISATION OF INVESTORS IN CYPRUS
By a decision of the Council of Ministers dated 25/5/2013, the following criteria were adopted pursuant to which a non-Cypriot citizen may by exception apply for the acquisition of Cypriot citizenship, if he/ she meets one of the following criteria:

A.1 Mixed investments and a donation to a state fund:

The applicant must have made the following investments and donation:

(a) an amount of at least €2,0 million for the purchase of shares and/or bonds of the Investment company of the state under formation and

Provided that the applicant may deposit the said amount with the Treasury of the state until the shares and/or bonds of the said company are issued.

(b) an amount of at least €0,5 million as a donation to the Research and Technology Fund

or

A.2 Direct Investments:

The applicant must have direct investments in Cyprus of at least €5,0 million. Direct Investments may alternatively involve the following:

(a) the purchase of properties (houses, offices, shops, hotels etc or a development of a similar nature, excluding underdeveloped land),

(b) the purchase of businesses or companies that are based and are active in the Republic of Cyprus

(c) the purchase of companies registered in the Republic of Cyprus

(d) the purchase of financial assets (e.g. bonds / securities / debentures registered and issued in the Republic of Cyprus, including those to be issued by the Solidarity Fund on the basis of the Establishment of a National Solidarity Fund Law of 2013)

(e) participation in a company/ consortium of companies that has undertaken to carry out a public project

Provided that with regard to conditions (a) – (d), the applicant shall retain the said assets in his possession for a period of at least three years. In the case of a share or bond portfolio, it is to be ensured that the amount of the value of the portfolio for the said period will not fall below the amount specified.

Provided further that the Minister of Interior shall have the right, for the period ending on 30 June 2014, to reduce the amount required for Direct Investment to €2,0 million for non-Cypriot citizens, who demonstrably participate in a special collective real estate purchase scheme, which will comprise the purchase of property on the territory of the Republic of Cyprus, controlled by the Government of the Republic, of a total value of at least €10,0 billion.

or

A.3 Deposits in banks:

The applicant must have personal fixed term deposits for three years in Cypriot banks or deposits of privately owned companies or trusts (in which he/she is the beneficiary owner) in the Republic of Cyprus of at least €5,0 million

or

A.4 A Combination of Mixed Investments and a Donation to a State Fund (A.1), Direct Investments (A.2) and Deposits in Cypriot Banks (A.3):

The applicant is required to have a combination of the above amounting to at least €5,0 million

or

A.5 Business Activities:

The applicant must be a shareholder or beneficiary owner of a company (or companies) the management of which is in the Republic of Cyprus and that over the last 3 years prior to submitting the application has paid to State Funds (corporate tax, V.A.T. or other fees and charges etc) and remuneration for the purchase of business services (legal, accounting, auditing) as amount of at least €500.000 per annum.

Alternatively in the case where the applicant is a shareholder or beneficiary owner of a company (or companies) that is active in Cyprus, has established its central offices in Cyprus and employs at least five (5) Cypriot citizens, then the minimum amount that must be paid for the above (direct revenue – corporate tax, V.A.T. or other fees and charges etc and remuneration for the purchase of business services – legal, accounting, auditing) is reduced to at least €350.000 for the last three years preceding the submission of the application.

In the case where the applicant is a shareholder or beneficiary owner of a company (or companies) that is active in Cyprus, has established its central offices in Cyprus and employs at least ten (10) Cypriot citizens, then the minimum amount that must be paid for the above (direct revenue – corporate tax, V.A.T. or other fees and charges etc and remuneration for the purchase of business services – legal, accounting, auditing) is reduced to at least €200.000 for the last three years preceding the submission of the application.

For every such company (or companies) applications for naturalisation may be submitted by a maximum of two (2) shareholders, who preferably hold the majority of the share capital.

In the case where the applicant has paid the Cyprus economy direct revenue or fees (as described hereinabove) an amount less than the abovementioned amounts, a combination may be made with criteria A.1 (Mixed Investments and Donations to State Funds) or A.2 (Direct Investments ) or A.3 (Deposits in Banks). The total of payments to State Funds and remuneration for services in the last three years shall be deducted from the required investment to satisfy criteria A.1 or A.2 or A.3.

or

A.6 Persons whose deposits with the Bank of Cyprus or Popular Bank have been impaired due to the measures implemented in both Banks after the 15th March 2013

The applicant has incurred an impairment in deposits on one or both of the abovementioned Banks amounting to a total of at least €3,0 million.

In the case where the applicant has incurred an impairment in his deposits in one or both of the abovementioned Banks under €3,0 million he may apply having made an Additional Direct Investment (A.2) or Mixed Investments or a Donation to a State Fund (A.1) for the balance of the required amount of the said criterion.

B. TERMS AND CONDITIONS

1. Clean Criminal Record: the applicant must have a clean criminal record. Furthermore, his name must not be included on the list of persons whose property is ordered to be frozen within the boundaries of the European Union.

2. Residence in the Republic of Cyprus: In all cases listed in Part A, the applicant must hold a permanent privately-owned residence in the Republic of Cyprus, the market value of which must be at least €500.000, plus V.A.T.

3. In the case where following a periodic inspection it has been ascertained that any condition is being circumvented, the naturalisation may be revoked.

C. SUBMISSION OF DOCUMENTS

In order to examine any applications (M127) various documents are required to be submitted, including the contract of sale and a confirmation of settlement of the dwelling referred to in B. 2 above and the following, depending on the case:

1. Mixed investments and a Donation to a state fund

(a) Receipts for the donations to the Research and Technology Fund

(b) Receipts from the Treasury of the Republic of Cyprus for the purchase of shares and/or bonds from the investment company of the State under formation.

2. Direct Investments

(a) For the purchase of immovable property: Contract of Sale, Title Deeds/ Receipt for lodging the contract with the Lands and Surveys Department, Receipts for paying the agreed purchase price

(b) For the purchase of a business, company: Contract of Sale, Receipts for paying the agreed purchase price, Confirmation from the Registrar of Companies as to Shareholders.

(c) For the purchase of Shares: Share Certificates

(d) For the purchase of financial assets: Title/titles and other documents regarding the financial assets.

3. Deposits in banks

(a) Confirmation from Cypriot banks as to the fixed term deposits for three years of the applicant or the companies in which he is the beneficiary owner or of the trust in which he is the beneficiary owner

(b) In the case of deposits of companies in which the applicant is the owner/ beneficiary owner, the Certificate of Registration of the Company by the Registrar of Companies and/or any other relevant evidence is to be attached.

4. Business Activities

(a) Certificate of Registration of the Company (or companies) by the Registrar of Companies.

(b) Certificate of shareholders by the Registrar of Companies or certificates evidencing that he is the beneficiary owner of the company (or companies)

(c) Confirmation as to the amounts paid with regard to the purchase of business services. The confirmation is to be issued by the business service providers

(d) Audited Accounts of the company (or companies) for the last three years preceding the year of the application

(e) Confirmation from the Social Insurance Department as to the insurable income of the employees in the company (or companies) of the applicant.

5. Impairment of deposits in the Bank of Cyprus and in the Laiki Bank (Popular Bank)

(a) Confirmation as to the level and the time of the impairment of the deposits.

(b) In the case of deposits of companies in which the applicant is the beneficiary owner, the Certificate of Registration of the Company by the Registrar of Companies and/or any other evidence is to be attached.

None of the above affect the absolute discretion of the Council of Ministers in taking a Decision.

The above is only for general information purposes and does not constitute a legal advice and/or opinion on our part on any of the above matters.

GEORGE L. SAVVIDES & CO LLC

ANNUAL FEE PAYABLE TO THE REGISTRAR OF COMPANIES – RECENT CHANGES

Certain changes were effected to the relevant provisions of the Companies Law dealing with the payment of the annual fee of EUR 350 to the Registrar of Companies. The Companies (Amending No. 3) Law of 2012 (Law 190(I)/2012) which was published on 21/12/2012 in the official gazette of the Republic of Cyprus, abolished the exceptions which were in force as regards the payment of the above annual fee in the following cases:

(1) Exception from the payment of the annual fee by dormant companies or companies or group of companies which do not own any assets;
(2) Exception from the payment of the annual fee during the year of incorporation of a company; and
(3) Payment of a ceiling amount of EUR 20.000 as annual fees in case of group of companies

All these changes have been entered into force as at 21/12/2012.

IMMIGRATION PERMITS TO THIRD COUNTRY NATIONALS

IMMIGRATION PERMITS TO THIRD COUNTRY NATIONALS The Ministry of Interior of the Republic of Cyprus has recently announced a new accelerated procedure for the granting of Immigration Permit to applicants who are third country nationals and intent to invest in the Republic of Cyprus provided they fulfil the following criteria:

(a) The applicant must prove that he has at his disposal a secured minimum annual income of €30.000, from sources other than employment in Cyprus. The required income of €30.000 could derive from salaries of employment abroad and not in Cyprus, pensions, stock shares, rents, etc. The necessary minimum annual income is increased by €5.000 for each dependent person.

(b) The applicant must submit the application form accompanied with a Title of ownership or contract of sale, of a property in Cyprus, a house, apartment or other building, of a minimum market value of €300.000 and proof of payment for at least €200,000. The contract of sale should already have been submitted to the Department of Lands and Surveys.

(c) The applicant must submit a confirmation letter from a Cypriot Bank stating that he has deposited a minimum capital of €30.000 in an account, which will be pledged at least for a three year period. It is noted that the amounts mentioned in paragraphs (b) and (c) should be proven to have been transferred to Cyprus from abroad.

(d) The applicant must submit a Criminal Record Certificate (if the applicant resides abroad), which must be issued by the Authorities in his country of origin, and he should not constitute in general any threat against public order or security in Cyprus.
(e) The applicant should submit a Statement that he does not intent to work or be engaged in any form of business in Cyprus.

(f) The applicants should visit Cyprus at least once every two years.
Provided that all the aforementioned criteria are fulfilled and no further questions arise with respect to public order or as to the Criminal Record of the applicant, the application shall be examined by the Minister of the Interior in a positive spirit and the Immigration Permit shall be granted.

It is estimated that the procedure for the examination of the application should not exceed the period of 1-2 months.

Please do not hesitate in contacting us for any further information and/or clarification (limassol@glslaw.com.cy)

NEW CYPRUS BETTING LAW

NEW CYPRUS BETTING LAW
Cyprus has recently enacted the Cyprus Betting Law of 2012 (the “Law”) for the purposes of regulating betting and on-line betting activities in Cyprus.

The aim of this Law is to regulate and permit betting on sport activities only whilst at the same time prohibiting any other form of betting activities which are not expressly permitted under the Law, as well as all other forms of gambling, lucky and casino games. In this respect, any betting activities which do not fall within the betting activities permitted under the Law (and provided the relevant licence is issued for such permitted activities) would be prohibited.

The Law regulates and/or permits betting and the provision of betting services as defined in the Law and provides for the provision of such betting services over the internet provided the relevant licences are issued. As per the provisions of the Law, betting activities which are permitted under the Law are considered as covering only betting on any form of sports or other events which is carried out pursuant to a licence issued pursuant to the provisions of the Law. Sports’ events are defined by the Law as covering any sport which is carried out by physical persons for which physical strength and skills are required. The term “other events” is not defined.

Even if a person has a licence to provide such sport betting activities which has been issued by another EU Member State, the Law would still require that relevant person to apply for and obtain a licence under the Law in order to provide these activities in Cyprus. Licensed providers of such permitted cross-border activities in other EU members states would therefore still need to obtain an additional licence from Cyprus in addition to that that they hold from another EU Member State.

The express prohibition of all gambling, casino and lucky games (including those provided on line), as well as betting exchange and spread bets is a fundamental characteristic of this Law. We would also like to add that in addition to gambling, lucky games and casino games, the Law expressly prohibits the possession or operation of all kinds of electronic game machines, slot machines, equipment or other inventions pursuant to which various games or other activities can be played or accessed such as for example poker, horse racing, motor racing, dog racing, fruit machines and bingo.

ANNUAL RETURNS & FINANCIAL STATEMENTS FILED WITH THE REGISTRAR OF COMPANIES

ANNUAL RETURNS & FINANCIAL STATEMENTS FILED WITH THE REGISTRAR OF COMPANIES

Up to now, the annual returns of companies registered in Cyprus had to be filed with the Registrar of Companies along with the relevant audited financial statements in Greek.

The Registrar has recently announced that it will now accept the annual returns with the audited financial statements in either Greek or English.

Obtaining Cypriot Citizenship

Revised Criteria For the Naturalisation as Cypriot Citizens of Foreign Investors and Entrepreneurs

By a decision taken on 10/10/2011, the Council of Ministers adopted the following criteria on the naturalisation as Cypriot citizens of foreign investors and/or entrepreneurs

Direct investments: The applicant must have direct investments of at least €10 million in the Republic of Cyprus. Direct investments include, inter alia, acquisition of immovable property, businesses/companies, shares and financial assets, such as for example bonds registered and issued in the Republic of Cyprus; or

Business activities: The applicant must have incorporated a company or companies in the Republic of Cyprus, which are controlled by himself, the total turnover of which according to the audited financial statements of these companies, is at least €10 million a year, on average, over the last three years preceding the year of application and/or at least 1/3 of the employees of the applicant are be citizens of the Republic of Cyprus; or

Introduction of new and innovative technologies, research centres: The applicant must establish that on the basis of his activities, new and innovative technologies will be introduced on a large scale in key sectors of the Cypriot economy or that the applicant has set up important large-scale research centre for the conduct of on-site research in Cyprus; or

Deposits with banks: The applicant must deposit at least €15 million in five year term fixed deposit accounts in Cypriot banks which belong either to him or to a private company or trust, of which he is the shareholder. Such deposits must remain the said bank accounts for a period of at least five years. Failure to do so would result in the revocation of the naturalisation of the said applicant; or

Combination of any of the above: The applicant must have assets amounting to €15 million from any combination of any of the above; or

Direct revenue and service fees: The applicant must have incorporated a company or companies, the management and control of which is conducted from the Republic of Cyprus and during the last three years preceding the year of application, must have contributed to the Cypriot economy in the form of either income tax payments, V.A.T. payments and/or in the form of fees for the rendering of professional services to the applicants’ companies (such as fees of lawyers, accountants, auditors, bank and others), at least €500.000 on average every year.

Additional Conditions:
· The applicant must be 30 years old and over.
· The applicant must have no criminal record in the country of his origin and/or by the Cyprus Police.
· The applicant must not be on any of the lists of persons for which any orders for freezing any of their assets exist in any part of the EU.
· The applicant must have his permanent residence in the Republic of Cyprus, and the value of which should exceed the amount of €500,000 on the basis of current market prices.

It is noted that any decision is subject to the absolute and unfettered discretion of the Council of Ministers notwithstanding compliance by the applicant to all of the aforementioned criteria.

Please note that the above are merely for guidance and/or information purposes and do not constitute in any way a legal opinion or advice on our part. For any further information and/or clarification on any of the above, please be in touch directly with us.

Loukis G. Savvides

LOUKIS G. SAVVIDES OBITUARY
It is with deep sorrow that we wish to announce the death of Mr Loukis G. Savvides, a Legal Consultant of our firm and father of the founder of our firm George Savvides which occurred on the 8th November 2011.

Mr Loukis Savvides has served for 13 years as a Judge of the Supreme Court of Cyprus after a long and successful career as a Judge in Cyprus. He has left his distinctive mark in the evolution of Cypriot Case Law.

Following his retirement from the Supreme Court he offered his services as a Legal Consultant to our firm. He offered invaluable services and he will be missed by all of us.