The appropriate route depends primarily on the reason for the strike-off and the time that has passed since the company was removed from the Register. This article outlines both processes and explains the key legal considerations involved.

Under section 327(1) and (2A) of the Companies Law, Cap. 113 (the Law), a company that is not under a liquidation process may be struck off by the Registrar in the following scenarios where:

1. The Registrar believes the company is not carrying on business or is not .; or
2. The directors apply for strike-off to the Registrar, provided the company has fulfilled all legal obligations; or
3. Failure to pay the annual levy (which applied from 2011–2023, as now abolished) within one year from the due date; or
4. Failure by a variable capital investment company to file the required special resolution within the timeframe set by the Companies (Amendment) (No. 3) Law of 2021.

If the Registrar has reasonable cause to believe a company is inactive, as per scenario (1) above, then:

1. A first letter is sent requesting confirmation of the company’s operational status.
2. If no response is received within one month, a second letter is issued within 14 days, warning that a strike-off notice will be published if the company does not reply within another month.
3. If there is still no response, a three-month notice is published in the Official Gazette.
4. During this period, the company, its members, or its creditors may file an objection showing that the company is active or compliant.
5. If no objection is made, the company is struck off the Register.

A company struck off by the Registrar may be restored administratively within 24 months of the strike-off date, following an application for restoration submitted to the Registrar

Who may apply?

The application for restoration may be filed by a director or a member of the company.

What must accompany the application?

For the purposes of the company meeting any outstanding requirements from before its strike-off date, the application must be accompanied by:

1. all outstanding filings including forms, reports, financial statements and documents due prior to the strike-off date;
2. any unpaid fees, charges, and/or fines for omissions that occurred and/or were imposed before the strike-off date;
3. a written consent from a competent representative of the Republic for the company’s restoration, in the event that its assets and/or rights have been managed by the Republic; and
4. payment of a €20 fee, plus €20 if the procedure needs to be expedited.

If satisfied that at the time of the strike-off, the company was offering services or was in operation, and all legal requirements relevant to the circumstances have been met, the Registrar will restore the company by re-registering it on Register and issue the restoration certificate.

Following the restoration through the administrative route, the company is deemed to continue to exist as if it had not been struck off.

This option is undoubtedly faster, more cost-effective, and simpler than going through the Courts. However, it is only available within 24 months from the date that the company was struck off the Register.

At any point between 2 - 20 years after the strike off, a company may be restored by Court order.

Who may apply to the Court?

The application for restoration may be filed before the Court of competent jurisdiction by:

1. the company itself; and
2. any member or a creditor of the company that feels dissatisfied with the strike-off, or has suffered damage as a result of the company’s actions prior to the strike-off.

What does the Court consider?

In applications made by members, the Court examines if there is a real prospect of establishing anything of value for its members if the company is restored in the Register, while in applications made by creditors, the Court examines whether a person who has a claim, which can be enforced only if the company is restored^[1].

If satisfied that the company at the time of the strike off was offering services or was operating, or otherwise that it is fair for the company to be reinstated, the Court will issue an order for the restoration of the company to the Register.

Additional directions by the Court

The Court via its order issued in the context of a restoration application may also:

1. issue directions as deemed fair for the restoration of the company and other persons in the same position as before the strike off;
2. order the submission of company documents to the Registrar for the updating of the Register;
3. order the payment of due levies to the Registrar (if applicable); and
4. order payment Registrar’s expenses.

To complete the process, an official copy of the Court order must be submitted to the Registrar, along with a payment of €160, plus €20 for expedited processing, if required.

Following the restoration by a Court order, the company is deemed to continue to exist as if it had not been struck off.

This route is generally pursued by a company or member when the company is no longer eligible for administrative restoration or by creditors who intend to file legal proceedings against the company to recover due amounts. Court-ordered restorations offer several advantages, such as greater flexibility on timing, the ability of the Court to impose specific terms, and the potential to address more complex cases effectively.

The appropriate route for a company’s restoration will depend on the reasons of the company’s strike off and the time that has elapsed. By carefully considering these factors, along with seeking the right legal guidance, companies can be efficiently restored to their legal status while ensuring the most cost-effective solution and appropriate timeframe for the interested parties.

^[1] The Supreme Court of Cyprus in Logicom Ltd v. P.G. Caresys Ltd, confirmed a creditor’s locus standi  to apply to have a Cyprus company reinstated with the intent to pursue legal proceedings against it to recover due amounts.