The Different Legal Concepts of ‘Seat’ and ‘Registered Office’ in Cyprus Company Law

Abstract

This article analyses the different legal concepts of ‘seat’ and ‘registered office’ in Cyprus company law. The distinction between the concepts of ‘seat’ and ‘registered office’ in Cyprus company law is very important for the definition of corporate investor in respect of the Republic of Cyprus as a contracting party in several extra-EU Bilateral Investment Treaties (BITs). Although Cyprus is an incorporation theory jurisdiction with the ‘registered office’ as the connecting factor, the legal concept of ‘seat’ is also used in Cyprus company law with a different meaning than ‘registered office’. The Cyprus legislature uses explicitly the legal concept of ‘seat’ in Cyprus Companies Law (Chapter 113-Cap. 113) and is not restricted only to the legal concept of ‘registered office’. The difference between the legal concepts of ‘seat’ and ‘registered office’ in Cyprus company law is underpinned by an analysis of Cyprus Companies Law (Chapter 113-Cap. 113), where the notion of ‘seat’ appears with a different meaning than the notion of ‘registered office’, and by the distinguishing nature of Cyprus law as a mixed legal system, which combines characteristics of both common law and continental civil law. Continental law notions, such as ‘seat’, are compatible with the mixed legal system of Cyprus. This distinction between the concepts of ‘seat’ and ‘registered office’ is also supported by arguments deriving from the implementation of the European Company (Societas Europaea (SE)) Statute in Cyprus. The adoption in Cyprus company law of both legal concepts of ‘registered office’ and ‘seat’ but with different meanings is also compatible with the EU fundamental freedom of establishment (Articles 49–54 Treaty on the Functioning of the European Union (TFEU)). Bilateral Investment Treaties, Cyprus company law, registered office, seat