An overview of mandatory mortgage registration for Cyprus companies
Pursuant to Part III of Chapter 113 of Cyprus legislation, Mortgage Registration with the Cyprus Registrar emerges as compulsory by law.
Certain formalities need to be followed regarding the filing of such registration as well as any amendment, concession and any other alteration which takes place following the formation of a Company in the Republic of Cyprus as follows:
I. The set elements of the mortgage with the relevant stamped form which indicates the registration of such mortgage must be filed pursuant to the provisions of Chapter 113 of the Cyprus legislation.
II. Such filing must take place within 21 days from the date of the mortgage’s formation.
In case where the above formalities will not be met the registration of such a mortgage shall not be valid with regards to the liquidator and any creditor. Notwithstanding, in case of invalidation of the Mortgage, any agreement or obligation shall not be affected with regards to repayment of the secured moneys that shall then be rendered payable with immediate effect.
Mortgage Registration is applicable in several occasions specifically listed in the law including but not limited to mortgages for non-called up share capital; for the securing of any issue of debentures; and mortgage on a ship or on a share of a ship. On the other hand, Mortgage Registration is not applicable for instance on cases such as the pledges of share and all the rights deriving therefrom.
Additionally, what needs to be clarified is that a Mortgage Registration that has taken place within the Republic of Cyprus but however involves property that is located outside the Republic of Cyprus, any such document for the formation of such Mortgage need be submitted with accordance to the provisions of the Part III of Chapter 113 of the Cyprus legislation. This is compulsory despite whether any further pending procedures are deemed necessary for validation and efficiency pursuant to the Laws of the Country in which the property is located.
All Cyprus companies have the duty to register with the Cyprus Registrar of Companies the details of any mortgage that has been completed from the Company and the issue of debentures of series that require registration pursuant to Article 90 of Chapter 113. Nevertheless, such registration can be filed by any interested party that has an interest on the said Mortgage. Upon the registration of a mortgage from any other person other than the Company, that person has the right to recover from the Company the amount which has been paid from that person to the Cyprus Registrar of the registration of the said mortgage.
All Cyprus Companies have also the duty to forward to the Registrar of Cyprus Companies any Mortgage that has been formed on the Company’s immovable property pursuant to any applicable Law with regards to the Mortgage Registration, any relevant details of the Registration as well as any details of partial or complete deregistration within 21 days from the day of such deregistration.
In any event, the failure of a Company to register a Mortgage, unless such registration has taken place from another person, or the failure to submit to the Cyprus Registrar the Deregistration of a Mortgage deems the Company’s Board of Directors liable to a fine with accordance to the Chapter 113.
Endorsement of the certificate of mortgage registration on debentures
The Company is obliged to ensure that each copy of the registration certificate which is issued with accordance to Article 93 is endorsed on each debenture or share certificate debenture issued by the Company following the Mortgage Registration
Submission of repayments and discharge of the property from the mortgage.
The Cyprus Registrar, upon submission of proof that the debt for which the Mortgage has been registered has been repaid or satisfied either entirely or partially or that the part of the property that has been mortgaged has been discharged or ceased to be part of the ownership of the company, may provide for the Certificate of the Confirmation of Repayment and upon request; the Company may obtain the original of Certificate.
We currently offer advise on all Mortgage Registration in Cyprus. See more details here.
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