In the very recent decision of Re Mosaica Investments Limited, Petition No. 573/2022 DC. Nicosia, Interim Decision dated 21.02.2023, the Cypriot Court, by following relevant English and Cypriot case, proceeded to set aside a notice of appearance filed by a lawyer on behalf of a Respondent Company in a Winding up Petition.

Soteris Pittas & Co LLC is pleased to announce that for yet another year our firm is listed in Chambers & Partners as a top tier firm in Cyprus in the area of Dispute Resolution.

Our firm’s partner Mrs. Anna Lamprou and our associate Mr. Kyriakos Pittas participated in this year’s Tel Aviv Arbitration Week held between 26.02 – 02.03.  

Between the 9th-12th of October 2022, our Law Firm, represented by Kyriakos Pittas, Associate and Captain Andreas Michael, Senior Maritime Consultant, attended the “Maritime Cyprus 2022” Conference, an established, internationally renowned, biennial event organized by the Shipping Deputy Ministry of the Republic of Cyprus in cooperation with the Cyprus Shipping Chamber and the Cyprus Union of Shipowners.

Our Senior and Managing Director, Mr. Soteris Pittas was invited as keynote speaker to an accredited legal seminar hosted by the Nicosia Bar Association on the subject of “Interim Relief and Injunctions”, that was held on Thursday 13/10/2022.

Our Managing Director, Mr. Soteris Pittas participated as a speaker at the 12th Kazakhstan Legal Forum 2022 (KLF 2022), a leading legal forum in Kazakhstan, that was held at the Swissotel Wellness Resort Alatau, in Almaty, Kazakhstan on September 29th. Our Legal Consultant Ms. Thea Pitta, as well as our Business Consultant Mrs. Aigul Zhankuiliyeva from Kazakhstan, had also attended the conference.

SOTERIS PITTAS & CO LLC in cooperation with the UK Law Firm BRYAN CAVE LEIGHTON PAISNER, cohosted an accredited legal seminar on the subject “Challenges and Developments in the Cypriot Legal Market” that was held on Thursday, 7th of July 2022, at the Columbia Plaza Venue Center.

It is indisputable that over the years England has established itself as a go-to jurisdiction for implementing schemes of arrangements. This is due to inter alia the fact that English law permits overseas companies which are liable to be wound up under the UK Insolvency Act 1986, to take advantage (under certain circumstances) of the English legal regime applicable to schemes (see inter alia Re Rodenstock GmbH [2011] EWHC 1104 (Ch)).

It is indisputable that over the years England has established itself as a go-to jurisdiction for implementing schemes of arrangements. This is due to inter alia the fact that English law permits overseas companies which are liable to be wound up under the UK Insolvency Act 1986, to take advantage (under certain circumstances) of the English legal regime applicable to schemes (see inter alia Re Rodenstock GmbH [2011] EWHC 1104 (Ch)).

Our firm is pleased to announce that it has been ranked yet again as a top tier law firm in Cyprus by the legal directory Legal 500.

We are pleased to announce that for yet another year our firm is listed in Chambers & Partners as a top tier firm in Cyprus in the area of Dispute Resolution.

Confidentiality is one of the key characteristic and advantage of arbitration, which makes it so attractive to parties, as method of dispute resolution.

In the English case Stockman Interhold S.A. -v- Arricano Real Estate PLC (2017) EWHC 2909, the Court summarized the applicable legal principles for setting aside an arbitral award for fraud, as follows:

One of the main issues that concerns the world, and specifically Europe, is the “British Exit”, or otherwise commonly referred to as the “BREXIT”, from the European Union. Particularly, on 31/10/2020 the United Kingdom signed the Withdrawal Agreement which had a transitional period of eleven (11) months. From the 1st of January 2021 the United Kingdom has officially ceased being a member of the European Union. The Brexit caused various issues to the business world and especially to the British business owners. However, what are the advantages of re-domiciling a company in Cyprus?

We are delighted to announce to our friends, partners and colleagues that again this year, in the 2021 edition of The Legal500, our firm has been ranked as a top tier law firm.

A pledgee, under a Cypriot law pledge, who has in its possession the so called the Self-Enforcement Documents (i.e. original certificate of pledged shares, original duly signed and undated instrument of transfer of shares, original duly signed written resignations of the directors/secretary of the company, whose shares have been pledged to the pledgee, undated certificate duly signed by the secretary, that all filings to be made by new secretary are in compliance with the registers of the company etc.) is usually given by the terms of the relevant pledge agreement, the right and power, upon the happening of an Event of Enforcement, to inter alia proceed, without any further written notice to the pledgor, to put into effect the Self-Enforcement Documents, and to transfer the legal title of the pledged shares to the name of the pledgee or to its nominee, and to replace the directors and secretary of the company, whose shares have been pledged.  

We are pleased to announce to our friends, partners and colleagues that for yet another year our firm is listed in Chambers & Partners Europe and Globe guides, which is one of the world’s leading legal directories, among the top ranked firms in Cyprus in the area of Litigation and Dispute Resolution.

The leading English case on the above issue is the famous case EBRAHIMI -V- WESTBOURNE GALLERIES LTD (1973) AC 360, in which it has been inter alia held, that the imposition of equitable considerations requires one or more of the following elements:

Based on English case law, winding up orders have been made in, among other instances, the following circumstances, where:

Cypriot Courts have used English case law as guidance, on deciding on the above issue, including the following leading cases:

The Cyprus Tax Department announced that the bilateral Competent Authority Arrangement (CAA) for the exchange of Country-by-Country (CbC Reports) between Cyprus and the United States of America, which is currently under negotiation, is expected to be effective for Reporting Fiscal Years starting on or after 1 January 2020.  

In a recent judgment issued by the English Commercial Court in Pipia v BGEO Group Limited [2020] EWHC 402, it has been held that, initially, the parent company does not have automatically control of its subsidiaries’ documents, merely by virtue of its shareholding .

We live in a society where people fought to secure their right of freedom of expression. But what will happen if such right is being used in an abusive way? It is well recognised that the Internet is a navigation engine where an individual may post, in many ways, his own articles in order to express his opinion or his belief in a relation to a specific matter. Consequently, it could be argued, that because of this extensive right given to the individuals by this high-end navigation engine, the volume of the Cyber Libel cases has been enlarged.

In the recent decision of the District Court of Nicosia in Smagin ν. Kalken Holdings Limited a.o Application Numb: 601/2017, the Court examined the criteria for Recognition and Enforcement of an Arbitral Award.

In the recent Appellate case VTB -V- TARUTA, the Appellate Court upheld a decision of a 1st Instant Court, pursuant to which a direct application filed by a holder of a Russian Judgment for its enforcement under the Bilateral Treaty between Cyprus and Russia and ex parte injunctions obtained in the context of such enforcement proceedings, had been summarily dismissed, due to lack of jurisdiction of Cypriot Courts, as per Article 27 of the Bilateral Treaty.

As part of the measures taken by the Cypriot government to support companies/businesses affected by the restrictive measures which have been imposed in order to contain the spread of the coronavirus (COVID-19), the Department of the Registrar of Companies and Official Receiver (the “RoC”) has announced the following:

In the recent Appellate case of VTB BANK -V- TARUTA, the Appellate Court decided that Cypriot Courts do not have jurisdiction under Law 121 (1)/2000 for the enforcement and recognition of foreign judgment or foreign arbitral awards, when both the judgment creditor, and judgment debtor, reside outside Cyprus.

A rather unexpected announcement by the Russian President, on 25 March 2020 made in an effort to tackle coronavirus issue in which Vladimir Putin mentioned the necessity for the current provisions relating to withholding taxation on dividends and interest be amended in Russia’s double tax treaties.

In a recent judgment issued by the English Court of Appeal in R (Jet2.com Ltd) -v- Civil Aviation Authority (Law Society of England & Wales intervening) (2020) EWCA Civ 35, it has been held that the correct test applicable to the issue, whether a particular document, or communication, is covered by a legal advice privilege (“LAP”), is whether its dominance purpose, had been for the giving, or seeking of legal advice from a lawyer.

Section 293 of Companies Laws, CAP. 113 (“CAP. 113”) provides for the power of Cypriot Courts to issue an order for the placement of a voluntary liquidation of a Cypriot company under Court’s Supervision, upon the application of the company’s creditors or shareholders, and subject to terms to be fixed by Court, as it deems just.

Under Cyprus Law, any interim order or interim relief granted in the context of an action, Originating Summons or petition, remains in force until the date of issue of a final decision on the merits of such proceedings.

Section 213 of Cyprus Companies Laws CAP. 113 (“CAP. 113”), provides about the persons who have locus standing to petition the winding up of a company and provides inter alia for “…..the creditor or creditors including any contingent or prospective creditors ………..”.

Soteris Pittas & Co LLC is pleased to announce that the 12th edition of the Dispute Resolution Review was published recently and is now live on the The Law Reviews website.

The main authority on the subject of dishonest assistance is the case of Royal Brunei Airlines v Tan [1995] 2 AC 378 according to which a person who dishonestly procures or assists in a breach of trust or fiduciary obligation is liable in equity to make good for the resulting loss.

In the English case AXA EQUITY & LAW LIFE –V- NATIONAL WESTMINISTER BANK (1998) CHC 117 (which has been adopted and followed by Cypriot Courts), the Court refused disclosure on the basis that the claimant had already made out a prima facie case against the accountancy firm they were suing, and did not require Norwich Pharmacal disclosure to determine whether a case could be brought against them. The application therefore infringed the “mere witness rule” as the banks were compellable witness.

We are pleased to announce that SOTERIS PITTAS & CO LLC has been certified as an Accredited Provider of Continuing Professional Development training courses, under the Cyprus Bar Association CPD Scheme.

According to the English case of Barron v Potter [1914] 1 Ch 895 which has been cited with approval in the Cypriot 1st Instance case of RE PRINOS LAHANAGORA LTD, if the Board of Directors in some form or another (eg. due to deadlock) is incapable of taking action, the power to conduct the company’s affairs will revert to the General Meeting.

The Law Commission in its Consultation Paper on Directors’ Duties 1998 (CP 153), explained the term ‘’nominee director’’ as referring to persons who, independently of the method of their appointment, but in relation to their office, are expected to act in accordance with some understanding or arrangement which creates an obligation or mutual expectation of loyalty to some person or persons other than the company as a whole.

In its judgment in Gazprom case, the European Court of Justice (“ECJ”) held inter alia that an antisuit injunction issued by an arbitral tribunal prohibiting a party from bringing certain claims before a court of a Member State, is not covered by the EU Regulation 44/2001 -(i.e. which is now replaced by EU Regulation 1215/2012)- and it’s up to the national courts of each Member State, whether such an award may be recognized and enforced under its own national laws and the New York Convention.

In the CASE STOCKMAN INTERHOLD –V- ARRICANO TRADING LTD & OTHERS the District Court of Limassol held inter alia (following and adopting English case law) that an international arbitral award may be recognized and enforced, either by the summary procedure stated in the New York Convention, or at common law, by filing of an action on the basis of the arbitral award.

Jurisdictions such as Cyprus, BVI, Delaware, Luxembourg and Switzerland happen to provide for statutory provisions that allow for pure re-domiciliation of companies.

In the recent English case JSC BTA BANK -V- KHRAPUNOV (2018), the Supreme Court, held inter alia, that third parties may find themselves exposed to damages for unlawful means conspiracy, if they assist in the breach of a freezing injunction.

In the case GDL TRADING LTD -V- AGROMARKETS LTD & OTHERS, the District Court of Nicosia inter alia held – (adopting English case law) - that the jurisdiction of the Courts to grant Chabra injunction, arises when:

In the English case SOUTH CAROLINA INSURANCE CO -V- ASSURANCE MAATSCHAPPIJ “DE ZEVEN PROVINCIEN NV (1987), the defendants to an English Action sought an order for production of documents under Section 1782 from a Court in the United States.

In the leading Appellate case, Attorney General of The Republic of Kenya -v- Bank Fur Arbeit & Wirtschaft AG (1999), the Supreme Court of Cyprus held inter alia, that Cypriot Courts do have inherent jurisdiction to stay or suspend the enforcement proceedings of an arbitral award, provided that there are strong grounds for granting such stay, in order to prevent injustice.

The Supreme Court of Cyprus granted a prerogative order of Certiorari quashing an anti-suit injunction blocking a Cypriot Company from filing any proceedings in any part of the world, except before the LCIA Court.

In the case of Re Nicolaou Bros Tourist Enterprises Ltd (1999) 1 AAD 201, the Supreme Court of Cyprus, by adopting English legal principles, recognized inter alia the jurisdiction of Cyprus Courts to grant Chabra type injunctions.

We are extremely pleased to announce that for once more Soteris Pittas & Co LLC has being a Recognized Practitioner in Chambers & Partners Europe, one of the world’s leading legal directories and Mr. Pittas once again is included in Band 1 for Litigation and Dispute Resolution.

We are pleased to share with you that Soteris Pittas & Co LLC is awarded by ACQUISITION INTERNATIONAL LEGAL AWARDS 2018 as Commercial Law Firm of the Year in Cyprus, after receiving the highest number of nominations in the indicated category, reconfirming our firm as one of the most outstanding performers in the market.

Cyprus – Tax- Announcement of the Ministry of Finance of the Republic of Cyprus Convention for the Avoidance of Double Taxation and the prevention of fiscal evasion with respect on taxes on income between the Republic of Cyprus and the Government of the Republic of India.

In a recent decision of the District Court of Nicosia, it has been held that Cyprus Courts have jurisdiction to adjudicate on applications for enforcement of foreign judgments and foreign arbitral Awards, even if both the judgment creditor and judgment debtor reside outside Cyprus.

ON THE AVOIDANCE OF DOUBLE TAXATION AND THE PREVENTION OF FISCAL EVASION WITH RESPECT TO TAXES ON INCOME:

In a recent decision of the English Commercial Court in ESSAR SHIPPING LTD –v- BANK OF CHINA LTD (2015) it has been held that an applicant to an anti-suit injunction shall act promptly and not sleep on his rights.

The Organisation for Economic Co-operation and Development proposed a Common Reporting Standard (CRS) for the Automatic Exchange of Information with the aim of improving international tax compliance and preventing tax evasion, through the automatic exchange of information between countries that implement CRS, one of which is the Republic of Cyprus.

Recently the Supreme Court of the United Kingdom in the case of JSC BTA Bank v Ablyazov [2015] UKSC 64made a landmark decision on the construction of freezing orders.

In a recent decision of the English Supreme Court inFHR EUROPEAN VENTURES LLP –V- CEDAR CAPITAL HOLDINGS LLC (2015) it has been held that, where an agent acquires a benefit, which came to his notice, as a result of his fiduciary or trustee position (including a business opportunity), the equitable rule is that the agent shall be treated as having acquired the benefit, or opportunity on behalf and for the account of his principal. The principal is considered as the beneficial owner of such benefit, and has a proprietary remedy to trace and recover such benefits, in addition to his personal remedy against his agent. The principal can elect between the two remedies.

In a recent case, the Supreme Court of Cyprus (single Judge), in certiorari proceedings, decided to cancel a warrant issued against a Cyprus law firm for the search of its premises and offices on the ground that the law firm illegally withheld certain important documents, concerning the commission of serious crimes by the lawyer’s clients.

In the recent case of Ukrainian Vodka Company Ltd v Nemiroff International Limited,the Applicant requested an order of the Court permitting the enforcement of two Arbitral Awards issued in favor of the Applicant and against Nemiroff International Limited. It was highlighted by the District Court of Nicosia amongst others that during its submission of the application, the Applicant should provide (i) a duly authenticated original or certified copy of the arbitral award; and (ii) a duly certified original or certified copy of the arbitration agreement. Furthermore pursuant to the New York Convention, if the Arbitral Award is drafted in a language which is not the official language of the country where the award will be enforced, the documents must be translated into the official language of that country and certified by an official, sworn translator or a diplomatic or consular agent.

Since 17 December 2009, the EU Regulation (EC) No 893/2009 on the Law Applicable to Contractual Obligations (“Rome I Regulation”) is directly applicable in the Republic of Cyprus, and all other Members states of EU, except from Denmark.

An efficient exchange of information on criminal convictions referred to as the European Criminal Records Information System has been introduced between Member States in order to help improve the security of citizens within the European Area of Freedom, Security and Justice. The national courts when passing sentences refer to the past convictions in their national register and fail to have any knowledge of possible convictions of the particular defendant in other Member States. This particularly benefited the defendants as they could easily escape their past convictions by moving between EU Member States. As a result in 2009 Members of the European Union took a decision to introduce a system of exchanging information on criminal records with one another.

In a recent decision of a Cypriot 1st Instant Court issued in the context of an application for enforcement of a foreign arbitral award on the basis of New York Convention, it has been inter alia held, that a dismissal of such enforcement application, on the ground that the applicant has not presented all the required documents under Article IV of the Convention, does not engage the res judicata rule, and the applicant may file a new request, for recognition or enforcement of such foreign arbitral award.

The Cyprus Investment Firms Law 144(I)/2007 provides the legal framework for the provision of investment and ancillary services as well as specific provisions regarding capital requirements, the establishment of branches, authorization and supervision of Cyprus Investment Firms (CIFs).

According to Cyprus Securities and Exchange Commission’s (“CySEC”) announcement dated 9th of July 2015, the process starting from the date of granting the authorization of anew firm until the date of its activation, is as follows:

The following developments have taken place with regards to Cyprus' DTT network:

The legislative body of the Republic of Cyprus introduced the Law 131 (I)/2015 referred to as the Law on the Establishment and Operation of an Administrative Court.

A bill under the name “Lawregulating the activities of portfolio investor companies of 2015”, has been drafted by the Central Bank of Cyprus and is set for approval by the Parliament by the end of September 2015. Cyprus will need to implement this law before a €500 million bailout tranche is released.

On the 9th July 2015, Cyprus Parliament passed number of new laws, which purport to make Cyprus a more attractive investment destination.

One of the major problems that Cyprus faces throughout the years is the inability of property buyers to obtain Title Deeds as a result of developers who have previously mortgaged the land on which the property was built. Eurogroup has called on Cyprus to tackle this problem which will ensure that Title Deeds will be delivered to the buyers without any delay.

The Law amending the Companies Law CAP 113 N.4 [89(I) /2015] and collectively (the ‘Law’) came into force on 19 June 2015 and brought with it several changes to the current legal regime.

The Council of Ministers of the Republic of Cyprus, on 19 March, 2014, revised the criteria for providing Cypriot citizenship to high-net worth individuals.

The significance of the EU Regulation 44/2001 is well known as its rules determine both the jurisdiction of courts in the EU in civil and commercial disputes and the conditions for the recognition and the enforcement of their judgments in other EU member States.

LIS ALIBI PENDENS UNDER THE COUNCIL REGULATION (EC) NO 44/2001 ON JURISDICTIONAND THE RECOGNITION AND ENFORCEMENT OF JUDGMENTS IN CIVIL AND COMMERCIAL MATTERS

The Federal Law No 376-FZ dated 24 November 2014 “Concerning the Introduction of Amendments to Parts One and Two of the Tax Code of the Russian Federation (Regarding the Taxation of the Profit of Controlled Foreign Companies and the Income of Foreign Organizations)” (the Law) was signed by President Putin on 24 November 2014 and entered into force on 1 January 2015.

For long the traditional approach of English courts had been to protect the sanctity of agreements between parties in the event a dispute occurred through the method of safeguarding an arbitration agreement against the threat of parallel proceedings launched in a foreign jurisdiction has been for the court to make an order for anti-suit injunctions.

CYPRUS: SERVICE OF JUDICIAL AND EXTRAJUDICIAL DOCUMENTS IN CIVIL AND COMMERICIAL MATTERS AS PER REGULATION (EC) No 1393/2007

A publication in the Economic Times has caused much debate in India since after blacklisting Cyprus for not sharing information on tax evaders, India is now looking to take away the favourable tax treatment available to investors from the European tax heaven under the bilateral tax treaty between the two countries.

This short note is dedicated to the test of residency in Cyprus for the purposes of taxation.

The content of this article is intended to provide a general guide to the subject matter: