Share Purchase Agreement Cyprus

12/04/2021

Cypriot law may take into account exclusivity and confidentiality clauses as well as non-invitation clauses. It is not uncommon for acquisition agreements to contain clauses that ensure that the (majority) shareholders of the target are not sold or transferred to a third party other than the potential purchaser. In Cyprus, the regular procedure for transferring shares to a private company is quite simple and simple. If the parties have no commercial or other reasons to close a DSG, the due diligence and drafting of the GSB can be avoided, reducing the time and costs associated with it. The law on the acquisition of real estate in Cyprus by foreigners is the acquisition of land (foreign) law, Cap. 109 of the laws of Cyprus (hereafter referred to as “law”), as amended from time to time. With respect to the sale and purchase of land and premises, prior to the signing of a GSB, we recommend that a structural investigation be requested if there is sufficient time to obtain one. We also recommend the certificates of ownership of these assets that we need to source and verify. Following the investigation, we will then design a SPA, including a guarantee from the seller, that he (or the target company) has a good title and that the property is free of any charge. It is also advisable to check whether all relevant planning rules have been followed, particularly if the buyer intends to modify or improve the buildings or if he is considering building a new building.

For more information on real estate law and the acquisition of real estate and procedures, visit our Real Estate Law sections. Subsequently, the secretary of the company will register the assignor as a shareholder in the register of members of the company, to which the transfer takes effect and ownership of the shares is transferred from the seller to the buyer. The company secretary issues a new share certificate for the shares for the benefit of the purchaser and notifies the Cypriot clerk of the companies of the prefixation transfer of the HE57 form.

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