Cap. 113 at a glance
| Question | Answer |
|---|---|
| Official title | Ο περί Εταιρειών Νόμος, ΚΕΦ.113 (the Companies Law, Cap. 113) |
| In force since | 1 July 1951 (section 392) |
| Amending laws | 87 listed in the preamble of the latest amendment, from Law 9/1968 to Law 2(I)/2026 |
| Latest amendment (as at September 2026) | Law 2(I)/2026, published 6 February 2026 (small-company financial reporting standard) |
| Authentic text | Greek, as published in the Official Gazette (Επίσημη Εφημερίδα) |
| Current consolidated text | cylaw.org/nomoi/enop/non-ind/0_113/full.html (Greek) |
| Official English translation | Office of the Law Commissioner, consolidated to Law 75(I)/2014 (July 2014), hosted on companies.gov.cy |
| Administered by | Department of Registrar of Companies and Intellectual Property (Τμήμα Εφόρου Εταιρειών και Διανοητικής Ιδιοκτησίας) |
| Decisions referring to it | about 2,800 (DIKIGOROS AI index, September 2026) |
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What is Cap. 113?
Cap. 113 is the general company statute of Cyprus. It covers the whole life of a company: incorporation, share capital, charges, management and meetings, accounts and audit, directors, reorganisations, minority remedies, winding up, and overseas companies with a place of business in Cyprus. Because it started life as the English 1948 Act, Cyprus courts still draw on English company-law authorities when interpreting it.
How are Cap. 113 and its amendments numbered and consolidated?
"Cap." stands for Chapter. Laws inherited from the colonial period keep their Chapter number: Cap. 113 in English, ΚΕΦ.113 or Κεφ. 113 in Greek. Laws passed since 1960 are cited by number and year, for example Ν. 155(Ι)/2025 (L. 155(I)/2025 in English). The "(I)" shows that the law was published in Part I of the First Annex to the Official Gazette (Παράρτημα Πρώτο, Μέρος Ι), the part for general legislation.
An amending law does not replace Cap. 113. Each one says it is to be "read together with" the Companies Law, which it calls "the basic law" (ο βασικός νόμος), and lists every earlier amending law in its margin. The consolidation most practitioners use is CyLaw's unofficial one, which adds each amendment into the text and notes, under each section, the laws that changed it. For how Cap. 113 fits into the wider CyLaw legislation index, see our CyLaw guide.
How is Cap. 113 structured?
The Law is divided into Parts, each grouping related sections. The map below follows the section numbering of the consolidated Greek text on CyLaw.
| Part | Subject (Greek heading) | Sections | What practitioners look up |
|---|---|---|---|
| I | Incorporation (Σύσταση εταιρειών) | 3–37A | Memorandum and articles, private company (s.29), pre-incorporation contracts (s.15A) |
| II | Share capital and debentures (Μετοχικό κεφάλαιο) | 38–89 | Financial assistance (s.53), own shares (ss.57A–57F), capital reduction (ss.64–69), transfers (ss.71–82) |
| III | Charges and mortgages (Επιβαρύνσεις και υποθήκες) | 90–101 | Registration of charges (s.90), late registration and rectification (s.96) |
| IV | Management and administration (Διοίκηση και διαχείριση) | 102–202 | Registers, meetings, accounts, directors (ss.170–197), schemes (ss.198–201), mergers (ss.201A onwards), oppression (s.202) |
| IVA | Examinership (Διορισμός εξεταστή) | 202A onwards | Court protection for companies in or near insolvency (Law 62(I)/2015) |
| V | Winding up (Εκκαθάριση) | 203–333 | Grounds (s.211), inability to pay debts (s.212), provisional liquidators (s.227), fraudulent trading (s.311), strike-off (s.327) |
| VI | Receivers and managers (Παραλήπτες και διαχειριστές) | 334–344 | Receivers appointed under debentures |
| VII | Companies registered under former laws | 345 | Transitional |
| VIII | Companies incorporated outside the Republic | 346–362 | Overseas companies' branches, re-domiciliation into and out of Cyprus (ss.354A–354R) |
| IX | Registration (Εγγραφή) | 363 onwards | Registrar's offices, documents and powers |
| X, XA | Banking companies; variable capital investment companies (Law 150(I)/2021) | 367 onwards | Specialist |
| XI | General (Γενικά) | 371 onwards | Registers, service on a company (s.372), transitional provisions |
Schedules follow, including Table A (the default articles for companies limited by shares) and the accounting schedules added for small companies.
Which Cap. 113 provisions do practitioners look up most?
Directors (ss.170–197)
Cap. 113 does not codify directors' duties in the way the UK Companies Act 2006 does. The fiduciary duties (to act in good faith in the company's interests, for proper purposes, and to avoid conflicts) and the duty of care come from the common law and equity, which Cyprus courts apply under section 29 of the Courts of Justice Law of 1960 (Law 14/1960), and from Cyprus and English case law. The statute deals with the mechanics: the register of directors and secretaries (s.192), disclosure of interests in contracts (s.191), loans to directors (s.182), and removal. Under s.178 a company may remove a director by ordinary resolution before the end of the term, whatever the articles or any agreement say, with special notice of the resolution.
Minority protection and oppression (s.202)
Section 202 (Εναλλακτική θεραπεία για εκκαθάριση σε περιπτώσεις καταπίεσης) lets a member who complains that the company's affairs are conducted in a manner oppressive to some of the members apply to the court. If the court finds oppression, and finds that winding up would unfairly prejudice those members although the facts would justify a just-and-equitable winding up, it may make any order it thinks fit. The section names orders regulating the future conduct of the company's affairs and orders for the purchase of the members' shares by other members or by the company.
Section 202 is often pleaded alongside s.211(στ), the just-and-equitable ground for winding up. Where the real complaint is a wrong done to the company itself, the proper route is a derivative action, not a s.202 petition. The Supreme Court drew that line in Πιριλλής Θεόδωρος και Άλλοι ν. Ελευθέριου Κουή (2004) 1 ΑΑΔ 136.
Winding up (Part V, especially ss.211 and 212)
Section 211 lists the grounds on which the court may wind up a company: a special resolution, failure to commence or suspension of business for a year, inability to pay debts, the just-and-equitable ground, and others. Section 212 defines inability to pay debts. The usual route is the statutory demand: a creditor owed more than €5,000 serves a written demand at the registered office and the company fails to pay, secure or compound the debt within three weeks.
Schemes of arrangement and squeeze-outs (ss.198–201)
Section 198 lets a compromise or arrangement with creditors or members go to court-ordered meetings and then to the court for sanction; s.200 supports reconstructions. Section 201 allows a bidder whose offer has been approved within four months by holders of at least nine-tenths in value of the shares concerned to acquire the shares of the dissenting minority.
Part V also contains s.327, under which the Registrar may strike off a company it has reasonable cause to believe is not carrying on business, after letters and a Gazette notice.
What changed in Cap. 113 in 2024, 2025 and 2026?
These are the main amending laws of 2024–2026, with dates from the Official Gazette texts on CyLaw and Registrar announcements.
| Amending law | Gazette date | What it changed |
|---|---|---|
| Law 25(I)/2024 | 15 March 2024 | Abolished the €350 annual levy on companies (s.391) from 2024. Levies for 2011–2023 remain payable. |
| Law 26(I)/2024, the Companies (Amendment) (No. 3) Law of 2024 | 15 March 2024 | Transposed the EU Mobility Directive 2019/2121: new cross-border conversion and cross-border division procedures, and revised cross-border merger rules. |
| Law 101(I)/2024, (No. 4) Law of 2024 | 26 July 2024 | New s.365I lets the Registrar correct, delete or add information in the register after 30 days' notice, with a right to object. |
| Law 138(I)/2024 | 2024 | Added a group of s.157 provisions on public disclosure of income-tax information by groups with consolidated revenue above €750 million (public country-by-country reporting). |
| Law 155(I)/2025, the Companies (Amendment) (No. 2) Law of 2025 | 25 July 2025 | Capital reduction effective from the court order (s.66(4)), filed within 15 days (s.67); late registration of changes to charges (s.96); faster administrative restoration; electronic certificates. Some provisions await a Registrar notice. |
| Law 162(I)/2025, the Companies (Amendment) (No. 3) Law of 2025 | 29 July 2025 | Transposed the Corporate Sustainability Reporting Directive: new ss.151A–151Γ and 152B–152Δ and transitional ss.395–397, with phased reporting from financial years 2025, 2027 and 2028. |
| Law 2(I)/2026, the Companies (Amendment) Law of 2026 | 6 February 2026 | Allows small companies to prepare accounts under the Financial Reporting Standard for small-sized entities as an alternative to IFRS (s.142(1)(α1)), with new disclosure and distribution rules. |
Two points are often misreported. First, abolishing the levy did not remove strike-off: the Registrar can still strike off a company under s.327 where it has reasonable cause to believe the company is not carrying on business. Second, the UBO register is not part of Cap. 113. It was created under s.61A of the anti-money-laundering law, Law 188(I)/2007, as amended by Law 13(I)/2021, and is run by the Registrar under Directive ΚΔΠ 112/2021.
The consolidated text does not show how a section read before an amendment. DIKIGOROS AI shows tracked changes for key legislation, amendment by amendment, on a timeline.
Where can you read Cap. 113 in Greek and in English?
| Source | Language | Consolidated to | Status | Use it for |
|---|---|---|---|---|
| CyLaw, cylaw.org/nomoi/enop/non-ind/0_113/full.html | Greek | Law 2(I)/2026 (includes the February 2026 amendment) | Unofficial consolidation of the authentic Greek text | The current law |
| Official Gazette, Part I (Παράρτημα Πρώτο, Μέρος Ι) | Greek | Each amending law as enacted | Authentic | Citing a specific amendment; CyLaw links each law as a PDF under cylaw.org/nomoi |
| Registrar of Companies, companies.gov.cy | English | Law 75(I)/2014 (July 2014) | Official translation by the Office of the Law Commissioner, not authentic | Reading the structure and older sections in English |
The English translation warns that it does not replace the original, since only the Greek text in the Official Gazette is authentic. Read the 2014 translation for orientation, then check every section you rely on against the Greek consolidation. The Office of the Law Commissioner (olc.gov.cy) lists any newer official translations. Sections added since 2014 have no official English version, including Part IVA (examinership), Part XA, the cross-border conversion rules and the sustainability-reporting provisions.
How much case law is there on Cap. 113? Original data from the DIKIGOROS AI index
We counted the decisions in the DIKIGOROS AI index that refer to Cap. 113 (ΚΕΦ.113) as legislation.
| Metric (DIKIGOROS AI index, September 2026) | Figure |
|---|---|
| Decisions referring to Cap. 113 | about 2,800 (about 3% of all indexed decisions) |
| First-instance decisions | about 2,200 (about 2,090 District Courts; about 115 Rent Control, Administrative, Labour Disputes and Family Courts) |
| Supreme Court decisions, including reported appeals | about 540 |
| Court of Appeal (since 2023) | 35 |
| Commission for the Protection of Competition and Tender Review Authority | about 30 |
| Decisions a year, 2016–2024 | between about 150 and 220 (195, 156, 217, 214, 156, 178, 152, 168, 184) |
Counting decisions that mention a section together with Cap. 113 shows what gets litigated: ss.211 and 212 (winding up) appear in about 300 decisions each, s.202 (oppression) in about 130 and s.198 (schemes) in about 60. These are phrase-match counts, so treat them as approximate.
The most-cited Cap. 113 authority in the index is In re Pelmako Development Ltd (1991) 1 ΑΑΔ 246, a Supreme Court appeal on an application to strike out a s.202 petition for oppression of the minority. It is cited more than 500 times, but of the roughly 360 citing decisions we could match by report citation, about 320 also mention striking out and only about 40 mention s.202. A high citation count tells you a case is influential, not what for.
The runner-up, Gesico Photographic ν. J.K. Video (1991) 1 ΑΑΔ 134 (cited nearly 400 times), is a civil procedure case on examining a company judgment debtor, where the court said Cap. 113 had no bearing on the point. A statute tag alone is a poor filter.
How do you find case law on a Cap. 113 section?
On CyLaw, use the Boolean search and combine the section with the law and a subject word, for example άρθρο pre/3 202 and καταπίεσ*, then add Κεφ. 113. Search the Supreme Court, Court of Appeal and first-instance collections separately. The search matches Greek strings only, so "oppression" will not find "καταπίεση". Our CyLaw guide explains the operators.
When you cite what you find, use the report citation, such as (1991) 1 ΑΑΔ 246, or the ECLI for recent judgments. See how to cite Cyprus judgments for the formats.
How DIKIGOROS AI helps with Cap. 113 research
DIKIGOROS AI is a research platform built on the CyLaw corpus of 95,623 Cyprus decisions (1960–2026), with more than 143,000 references from decisions to legislation. For Cap. 113 that means:
- Section-to-case links. Look up a Cap. 113 provision, then ask for the decisions that apply it and filter by court, district, outcome and date.
- English or Greek questions, matched against Greek judgments by meaning, not only exact words.
- Answers with footnotes to the judgment or section, built from sources retrieved first. Where the sources do not settle a point, the answer says so.
- Citation explorer. For a case like Pelmako, see what it cited and every later decision that cited it.
- Tracked changes. For key legislation, see what each amending law changed, on a timeline.
Worked example. Type: "Which cases apply section 202 of Cap. 113 on oppression of minority shareholders?" In Legal Search mode you get a short answer footnoted to the decisions that apply s.202, each linked to the full judgment, with any unsettled point flagged as a gap. Switch to Legal Research Report mode for a fuller report you can export to Word or PDF, and use the sources panel to read the text of s.202 itself alongside the cases.
Every result links to the original judgment for verification. For how we compare with other tools, see the best AI legal research tools for Cyprus.
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Frequently asked questions about Cap. 113
What is Cap. 113 in Cyprus?
Cap. 113 is the Companies Law of Cyprus (Ο περί Εταιρειών Νόμος, ΚΕΦ.113). It has been in force since 1 July 1951 and governs the incorporation, capital, management, reorganisation and winding up of Cyprus companies, as well as overseas companies with a place of business in Cyprus.
Is there an official English version of Cap. 113?
Yes, but it is out of date. The Office of the Law Commissioner's translation on companies.gov.cy is consolidated only to Law 75(I)/2014 (July 2014). For the current text use the Greek consolidation at cylaw.org/nomoi/enop/non-ind/0_113/full.html, which includes Law 2(I)/2026; only the Greek Gazette text is authentic.
What does section 202 of Cap. 113 provide?
Section 202 gives members an alternative remedy to winding up where the company's affairs are conducted oppressively towards some members. The court may make any order it thinks fit, including orders regulating the company's future conduct or for the purchase of the oppressed members' shares by other members or by the company.
Was the Cyprus annual company levy abolished?
Yes. Law 25(I)/2024, published on 15 March 2024, abolished the €350 annual levy under s.391 of Cap. 113 from 2024 onwards. Unpaid levies for 2011 to 2023 remain payable.
What did Law 155(I)/2025 change?
Law 155(I)/2025, published on 25 July 2025, makes capital reductions effective from the date of the court order, covers late registration of changes to charges, makes restoration of a struck-off company effective when the Registrar registers the application, and modernises Registrar certificates.
Is the UBO register part of Cap. 113?
No. The register of beneficial owners of Cyprus companies is kept by the Registrar of Companies, but its legal basis is s.61A of the anti-money-laundering law, Law 188(I)/2007, and the Registrar's Directive ΚΔΠ 112/2021.
Can a Cyprus company move to another EU country without being wound up?
Yes. Since Law 26(I)/2024 took effect in March 2024, Cap. 113 provides for cross-border conversions to and from other EU member states, with a court-issued pre-conversion certificate. Moves to or from non-EU countries still use the older re-domiciliation provisions in ss.354A–354R.
Does Cap. 113 set out directors' duties?
Not as a code. Cap. 113 regulates appointment, removal (s.178), loans (s.182), disclosure of interests (s.191) and the register of directors (s.192). The fiduciary duties and the duty of care come from the common law, equity and case law, which Cyprus courts apply under section 29 of the Courts of Justice Law of 1960.
Sources
- CyLaw, Ο περί Εταιρειών Νόμος (ΚΕΦ.113), cylaw.org/nomoi/enop/non-ind/0_113/full.html (accessed September 2026)
- Official Gazette texts on CyLaw (cylaw.org/nomoi): Laws 155(I)/2025, 162(I)/2025 and 2(I)/2026
- Registrar of Companies, "The Companies Law", levy abolition notice (21 March 2024), certificates reform notice (24 September 2025) and UBO register guidance, companies.gov.cy
- Office of the Law Commissioner, English translations, olc.gov.cy
- ICPAC, Technical Alert 11/2025 on the CSRD transposition, icpac.org.cy
- Directive (EU) 2019/2121, eur-lex.europa.eu
- DIKIGOROS AI index of the CyLaw corpus, September 2026
Last reviewed 30 September 2026. General information, not legal advice. Only the Greek text published in the Official Gazette is authentic.