Andreas Charalambides joined the firm as an associate in July 2014 after having completed his legal training with us. Andreas primarily practises corporate, commercial and tax law and renders advice on the incorporation, operation, restructure (including cross-border) and dissolution of companies, on general tax issues, international tax planning and compliance. He has also gained experience in secured financing transactions.
Andreas deals with the preparation of various corporate instruments and agreements and advises in connection with the legal due diligence and compliance of Cyprus companies and the preparation and issue of legal capacity opinions and reports. In the context of financing transactions, he drafts or reviews financing and security agreements and assists with the perfection of any securities. At the same time, he has been actively involved in the preparation, review and presentation before the Courts, of various applications and supporting documentation intended to validate or complete through the court, significant changes in a company’s status and structure, such as mergers, cross border mergers, reinstatement on the Register of de-registered companies and alterations to a company’s capital.
Andreas regularly deals with the incorporation and day-to-day administration of Cyprus companies and renders advice for the incorporation, compliance, bank account opening and operation, dissolution, changes in the corporate structure as well as transactions concluded by such companies. In this respect, he deals with the drafting or review of corporate and commercial documentation recording such corporate actions or transactions.
Indicatively, he advises on, and prepares the required documentation for transfers of shares and beneficial ownership, for the increase or reduction of share capital and/or the share premium account, for amendments in the Memorandum or Articles of Associations and for the winding up of companies. He has also reviewed and drafted shareholder agreements, loan agreements and partnership agreements and all types of corporate documents relating to the operation of companies.
Andreas has significant experience in the preparation and handling of all corporate Court Applications, such as applications for the reduction of share capital or share premium account, the extension of time for registering a charge over the assets of a company with the Registrar of Companies, the merger of two or more companies or their voluntary winding up.
He has recently dealt with and successfully concluded the reinstatement of companies that had been de-registered from the Register of Companies. This procedure required the drafting and filing of detailed Court applications together with the accompanying affidavits and hearings before the District Court as well as constant communication and collaboration with the clients’ representatives and auditors.
Andreas regularly deals with the restructuring of private companies and groups of companies. He has successfully concluded domestic and cross-border mergers between two or more companies, transfers of the corporate seat of companies from Cyprus to another jurisdiction and vice versa, members’ voluntary liquidations of companies, de-registration of companies from the Register of Companies through strike-off as well as the reinstatement of de-registered companies.
Indicatively, he has recently worked on, and concluded the merger of three Cyprus private companies as well as the cross-border merger between a Cyprus and a Czech private company. His involvement in these projects included the drafting, reviewing and advising on the merger/step plan, the drafting of all corporate approvals (i.e. directors’ and shareholders’ resolutions) the drafting of the required Court applications, their submission and hearing before the District Court and obtaining the Court Orders.
In the context of the transfer of the corporate seat of a company from Cyprus to Italy and from Cyprus to Spain he, inter alia, provided detailed legal advice and thorough analysis on the relevant provisions of the Cyprus laws, drafted or completed all required documentation and forms, obtained the necessary supporting documentation including clearances and approvals from local public authorities such as the Inland Revenue, the VAT authorities and the Social Insurance Services, submitted the prescribed documentation with the Registrar of Companies and followed the matter through until the Cyprus company’s de-registration from the Cyprus Register of Companies and its registration in the other jurisdiction. Andreas was also involved in the transfer in of a company from Luxembourg to Cyprus.
Andreas, has taken active part in tax planning projects and has advised on the restructuring and re-organisation of major groups of companies and on various other domestic and international tax matters. He deals regularly with matters relating to tax compliance, on the application of double tax treaties and International Tax standards such as the automatic exchange of information, the country-to-country reporting, which are set by international tax organisations and mainly the Organisation for Economic Co-operation and Development (OECD). He also advises on Tax Residency matters and has helped foreign clients to enhance their tax and business presence in Cyprus.
His expertise on Stamp Duty matters includes the provision of legal advice, the drafting and submission of applications for rulings issued by the Commissioner of Stamp Duties and arranging for the appropriate transaction documents to be duly stamped when required.
Andreas closely monitors the rapidly changing area of tax law and keeps himself up to date with all recent developments on a both national and an international level by inter alia attending various seminars.
Andreas regularly works on secured financing (including syndicated) transactions, in the context of which he reviews or drafts the financing and security documentation and any required corporate approvals, prepares legal capacity and enforceability opinions, assists with the collection of any conditions precedent or subsequent and the perfection of any Cyprus law governed securities. Some of the transactions he worked on were of a multimillion or even multibillion magnitude.
In this connection he has received repeat instructions from multinational banking institutions to assist them in the finalisation and perfection of secured financing transactions involving Cyprus borrowers or guarantors.