Members' written resolution and general meeting minutes (Cyprus)
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This document is in Greek
The PDF you download is in Greek — that is the language it has to be filed in, so it is not translated. Everything on this page is here to tell you what it says.
The document by which the members of a Cypriot company pass resolutions, either at a general meeting, when it serves as the minutes, or by written resolution without a meeting, valid once every member entitled to vote has signed, as many articles allow. It covers the company's details with its HE number, the members and their shares, whether the resolutions are ordinary or special, their text, the vote, and authority to file whatever must go to the Registrar of Companies. A special resolution needs a three-quarters majority and 21 days' notice (section 135 of Cap. 113).
What you fill in
The details the document asks for.
- Company name
- Company registration number (HE)
- Company's current registered office
- City
- Date
- How the members decide: at a general meeting or by written resolution
- Who adopts the resolution (the sole member, or the members present and their shares)
- Date of the meeting
- Time of the meeting
- Whether a quorum was present
- Agenda
- Type of resolution: ordinary, special, or some of each
- Decisions taken
- Result of the vote
- Person empowered to file with the trade register
Preview
This document is produced for you. Your answers are typed into it and the finished PDF is yours to keep.
Common questions
- What is a special resolution in a company in Cyprus, and when is one needed?
- A resolution passed by at least three quarters of the members voting, in person or by proxy, at a general meeting called on at least 21 days' notice that states a special resolution will be proposed (section 135 of the Companies Law). The Law requires one for major changes such as amending the articles or changing the company's name. Other matters need only an ordinary resolution, passed by a simple majority of the members voting, unless the Law or the articles require otherwise.
- Is a written resolution of a company's members valid in Cyprus without a meeting?
- Yes, if the articles allow it, and many contain such a clause: a resolution signed by every member entitled to vote is as valid as one passed at a general meeting, and it can be signed in several identical counterparts. If even one member does not sign, it fails and the matter goes to a meeting. Removing a director under section 178 needs a meeting, because the director is entitled to be heard at it.
- Which members' resolutions must be filed with the Registrar of Companies in Cyprus?
- Those that change details the Registrar keeps are notified on the matching form within the Law's time limit: a change of directors or secretary on HE4 and a change of registered office on HE2, within 14 days. A copy of each special resolution, with the amended articles where needed, is filed for registration within 15 days under section 137 of the Law. Some other changes, such as an increase of share capital or an issue of new shares, are notified on forms of their own. Resolutions that are not filed are kept in the minute book as proof of the decision.
How you can sign this document
- Print it and sign by hand. The signature lines in the document are left blank on purpose — sign on them in ink.
- Sign it yourself with a qualified electronic signature. If you already hold a QES — Evrotrust, B-Trust, StampIT, ZealiD or any qualified provider on the EU Trusted List, on a card, a USB token, in a mobile app or in the cloud — our signing guide explains step by step how to sign this exact file without invalidating it. Step-by-step help, and a way to check it worked
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