Cyprus

Modern business operates in an environment of constant legal exposure. Regulatory frameworks evolve rapidly, commercial risks are increasingly complex and decisions often carry legal implications that may not be immediately apparent. Traditionally, companies have turned to external lawyers only when problems arise; an approach that often results in reactive, costly, and fragmented legal advice. But what if law firms could work differently? What if they could act as a true extension of a company’s team offering the same level of care, familiarity, and responsiveness as in-house counsel? This is where the concept of a monthly retainer legal partnership comes in. A Modern Approach to Legal Service A monthly retainer arrangement allows a law firm to work with its clients on an ongoing basis, providing day-to-day legal advice and oversight for a fixed monthly fee. Rather than engaging lawyers only for isolated matters or transactions, the client enjoys continuous access to experienced counsel, essentially having an “in-house lawyer” without the payroll, costs, logistics and management obligations of full-time employment. In practice, this model transforms the relationship between law firm and client. The lawyer becomes an integral part of the business, not an outsider called in for emergencies. Over time, the firm develops a deep understanding of the client’s operations, culture and strategic goals. This closeness enables proactive and practical legal support preventing issues before they escalate, aligning advice with business realities and adding genuine long-term value. Advantages of a Retainer Relationship Predictable Costs and Financial Efficiency One of the strongest appeals of a monthly retainer is cost certainty. Instead of unpredictable hourly billing or case-based fees, the client knows in advance what its legal expenditure will be each month. This predictability simplifies budgeting and financial planning. Moreover, companies save substantially over time. A retainer arrangement eliminates the inefficiencies of starting from scratch on every new case and reduces the risk of costly disputes arising from preventable legal oversights. In short, it is a model that encourages prevention rather than cure. Consistency and Continuity of Advice When a law firm works continuously with a client, it gains deep institutional knowledge and understanding, not just the company’s contracts or policies, but its risk appetite, commercial dynamics and decision-making style. This allows for advice that is not only legally correct but contextually relevant. Continuity also means consistency. The same team of lawyers advises on multiple aspects of the business, ensuring alignment across contracts, compliance, employment issues, and strategic decisions. This reduces fragmentation and enhances efficiency, as the firm no longer needs to be “briefed from zero” every time a new issue arises. Immediate Access to Counsel Under a retainer, the client can pick up the phone or send an email to its legal team at any moment, without worrying about clocking billable hours. This encourages open communication and timely consultation, ensuring that legal issues are addressed early and often before they become problems. Such accessibility gives business leaders confidence. Decisions can be taken swiftly, with legal input already factored in. The firm acts not just as a service provider, but as a trusted advisor who is always available and always engaged. Proactive Risk Management Reactive legal work is often more expensive and disruptive than proactive prevention. A retainer allows the law firm to continuously monitor the client’s legal environment, update contracts, review policies, and identify risks before they crystallize. In effect, the firm becomes a watchful guardian of the client’s legal health, the equivalent of having an in-house general counsel, overseeing every important step. This continuous oversight helps companies stay compliant, manage risk intelligently, and build resilience against unforeseen challenges. No Employment Burden or Long-Term Commitment A retainer arrangement provides the continuity of an in-house lawyer without the obligations of employment. The client avoids the administrative and financial burdens that come with hiring staff such as salaries, social insurance, benefits or employer contributions. Moreover, a retainer agreement can be terminated or adjusted at any time, offering full flexibility without legal repercussions or redundancy costs. This allows businesses to enjoy dedicated legal support while maintaining complete control over their expenses and commitments. Flexibility and Scalability A retainer can be tailored to each client’s needs. Some may require regular contract reviews and compliance checks; others may need ongoing corporate governance advice or employment law support. As the business evolves, so too can the scope of the retainer offering flexibility without the rigidity of long-term employment contracts. For smaller or growing companies, this flexibility is particularly advantageous: they gain access to a full-service legal team without the overheads of building an in-house department. The Future of Legal Service Ultimately, a retainer-based relationship is built on trust and mutual commitment. The law firm commits to being present, responsive and deeply engaged in the client’s affairs. The client, in turn, views its legal advisors not as distant consultants but as part of its leadership ecosystem. This partnership model creates alignment of interests; the law firm’s success is directly linked to the client’s stability and growth. The firm has every incentive to deliver efficient, high-quality work that prevents problems rather than profits from them. As businesses demand more value, predictability, and integration from their advisors, the traditional hourly billing model increasingly feels outdated. The monthly retainer approach reflects a more modern, relationship-driven ethos. It is, in many ways, the best of both worlds: the dedication of an in-house lawyer combined with the breadth and expertise of an external firm. By offering monthly retainers, a law firm signals that it is ready to go beyond transactional advice; a law firm is prepared to stand beside its clients every day, not just when things go wrong. Yes, law firms can (and should) act for their clients on a monthly retainer, functioning as in-house counsel in all but name. The benefits are clear: predictable costs, consistency of advice, proactive risk management, and a relationship built on trust. Given the need for continuous and strategic legal oversight, the retainer model represents not just an alternative, but an evolution in the way legal services are delivered. George Economides Partner E&G Economides LLC www.economideslegal.com

Cyprus is one of Europe’s most attractive maritime centres, a jurisdiction that offers not only a reputable flag, but a complete package for shipowners, ship managers, and maritime investors. Through targeted initiatives, the Government has developed a framework that combines competitiveness, certainty, and a commitment to sustainable shipping. The Green Incentives Scheme, approved by the Council of Ministers in 2024, grants up to a 30% reduction in annual tonnage tax for vessels achieving measurable emission reductions or meeting recognised efficiency standards. This complements the EU-approved Tonnage Tax System, extended to December 2029, which taxes shipowners, charterers and managers on fleet tonnage rather than profits, effectively exempting qualifying income and related dividends from corporate tax. In addition, employees earning over €55,000 from first employment in Cyprus enjoy a 50% income tax exemption. Further incentives strengthen Cyprus’ position as a shipping hub. There is no capital gains tax on shares in shipowning companies, and no withholding tax on dividend distributions to non-residents. The Shipping Deputy Ministry’s digital transformation, under its long-term “SEA Change 2030 strategy”, alongside to “CYSh1P” one-stop-shop portal, is digitalizing ship registration, tonnage tax management and crew certification through online platforms, aiming for full digitalisation of services by 2030. Equally important is the immigration and naturalisation framework introduced under the Council of Ministers Decision No. 92.018 of 15 October 2021, which forms part of the national Strategy for Attracting Companies to Cyprus. Under this framework, employees of Cypriot shipping companies engaged in high-skilled employment may qualify for Cypriot citizenship, enabling international shipping groups to attract and retain talent in Cyprus. Limassol is serving as the island’s maritime capital, home to a strong network of ship management companies, classification societies, and professional service providers. In his address at the opening of the Maritime Cyprus 2025 Conference in Limassol, Cyprus President, Mr. Nikos Christodoulides noted that over the past two years, Cypriot shipping has recorded “impressive growth”, with the Cyprus ship registry increasing by 20%, the greatest rise in two decades, while the number of companies registered under the tonnage-tax system rose by 15%. This growth reflects the success of ongoing reforms and the trust gained by the global maritime community in Cyprus as a reliable EU maritime hub. It is therefore no surprise that an increasing number of international shipping companies are choosing to redomicile to Cyprus by transferring their seat of incorporation to the island. Redomiciliation of Shipping Companies to Cyprus Redomiciliation offers foreign shipping companies a practical and strategic route to establish a long-term presence in Cyprus without interrupting their legal or commercial continuity. It allows a company to retain its corporate identity, assets, and contractual relationships, while benefiting from Cyprus’ incentives regime. In practice, the redomiciliation procedure before the Cyprus Registrar of Companies involves the following stages (as per Companies Law, Cap. 113 - continuation provisions): Step 1 (approx. 3–4 weeks): The foreign company ensures that its Memorandum and Articles of Association permit continuation in another jurisdiction and prepares the required supporting documents, including apostilled certificates of incumbency, good standing, and shareholder resolutions authorising the transfer to Cyprus. Step 2 (approx. 2 months): After the examination of the relevant application and the supporting documents, the Cypriot Registrar verifies compliance with all legal requirements and a Temporary Certificate of Continuation (TCC) is issued. From this point, the company is deemed to be a legal entity governed by Cyprus law, enjoying all corresponding rights and obligations. Step 3 (approx. 2–3 weeks): The TCC is submitted to the competent authority in the company’s original jurisdiction to obtain a Certificate of Discontinuation (CD), confirming that it is no longer registered there. Step 4 (approx. 2 weeks): The CD and relevant application are filed with the Cyprus Registrar, who then issues the Certificate of Continuation, formally completing the company’s permanent registration under Cypriot law. All documents originating from abroad must be apostilled or notarised, as appropriate, to be accepted by the Cypriot authorities. High-Skilled Employment and Naturalisation Incentives Once a company is registered in Cyprus, one of its key advantages is access to the naturalisation framework for high-skilled employees under Article 111B(2) of the Civil Registry Law and Council of Ministers Decision No. 92.018 of 15 October 2021. This regime forms part of Cyprus’ Strategy for Attracting Companies, and it expressly includes Cypriot shipping companies among eligible employers. Under this scheme, foreign employees working in Cypriot shipping companies may apply for Cypriot citizenship by naturalisation, provided they meet certain requirements, including: Continuous legal residence in Cyprus for at least 12 months prior to applying, with total absences not exceeding 90 days. Additional residence in Cyprus for a cumulative period of four or three years in the preceding decade, depending on the applicant’s Greek language proficiency (A2 or B1). Good character, adequate knowledge of Greek and Cypriot society, stable income, and an intention to permanently reside in the Republic. The category of high-skilled employees covers individuals employed in senior or specialised positions, such as Directors, Managers, or Key Personnel, as well as professionals earning at least €2,500 per month and holding a university degree or at least two years of relevant professional experience. Applicants employed by the company for at least two years may request accelerated examination of their application. Spouses, partners, and dependent family members can also apply if they meet the relevant residence and language criteria. The scheme allows Cypriot shipping companies retain and attract skilled professionals, since many employees choose to relocate or remain in Cyprus to take advantage of the opportunity to obtain Cypriot citizenship through long-term and high-skilled employment. Conclusion Cyprus has built a clear advantage as a maritime centre. For shipping companies, it offers a place where business can grow with confidence, supported by skilled personnel. As the industry moves toward greener and more transparent practices, Cyprus stands out as a stable and forward-looking base for global shipping. Michalis Nikolaou, LL.B., LL.M. Advocate www.economideslegal.com [email protected]

Two years have passed since the introduction of the new Civil Procedure Rules (CPRs) on 1st of September 2023. All proceedings initiated after that date now fall under the scope of the new CPRs, while ongoing cases prior to that date remain subject to the old CPRs. By mirroring the English CPRs content and spirit, the Cyprus new CPRs introduce an ambitious procedural framework, and it remains to be seen what the actual impact of the recent reforms in the Cyprus legal order will be. With this context, this article highlights key changes and judicial interpretations since the implementation of the new CPRs. Primary Purpose At the heart of the new CPRs lies their so-called primary purpose. According to the CPRs, their primary purpose is to enable the court to manage cases fairly and proportionate in costs.[1] Essentially, this means ensuring that the parties are placed on an equal footing and handling the case in ways that is proportionate and practical in terms of costs, timeframe, and complexity of each case. Through active case management, the court promotes the primary purpose, which includes, inter alia, encouraging the parties to cooperate, setting timetables, making use of technology, and giving orders and directions to ensure that the case is dealt with promptly and efficiently.[2] As stated in Kandounas v. Iliadis,[3] an attempt is made to bring a shift in legal culture and philosophy that will allow the Court to manage cases with flexibility and practicality, to move away from dysfunctional and unnecessary procedures which contributed to delays and caused expenses to escalate uncontrollably. This avoids frivolous and vexatious actions and achieves a more structured civil procedure. As per the Supreme Court’s decision in Kouzalis v. Gordian Holdings Limited:[4] “More important, however, in relation to the purpose of the Regulations, is the provision in R.3. According to this, the Court, in the exercise of its powers in relation to any proceedings before it, takes into account that 'The primary purpose of the Regulations is to ensure the right of access to the Court and that the Court will operate fairly and efficiently.' It also takes into account that, in every case, 'it must interpret and apply the Regulations with the aim of ensuring access to it in a fair and effective manner … the spirit of Part 1 (Primary Purpose) of the new Civil Procedure Rules, guides the Court away from formalistic approaches … bypassing deliberate procedural complexities and delaying tactics." Old CPR cases Yet, this shift in philosophy is not only present with cases under the new CPRs. In Lucy Rebecca Williams,[5] a case governed by the old CPRs, an American woman was hit by a jet ski while on vacation at Nissi Beach. Her expert witness, a doctor, found it difficult to travel from the United States, so it was requested that he provide testimony via video conference. The court, accepting the application, expressed that the primary purpose of the regulations, old or new, must aim at an effective and modern administration of justice. Even in cases governed by the old rules, courts may have regard to the purpose of the new CPRs such as modernisation of justice, as stipulated in rule 60. Therefore, parties should not be concerned that their case will be handled in an outdated manner merely because it falls under the old procedural framework. Pre-action Protocols The new CPRs also introduced the Pre-Action Protocols, templates for letters to be exchanged between parties prior to the commencement of litigation.[6] Their primary aim is to encourage early cooperation, facilitate exchange of information, and promote settlement where possible. Where settlement cannot be reached, compliance with these protocols ensures a smoother transition into formal proceedings, although in practice it is seen mostly as a procedural step for trial, rather than a settlement effort. The courts highlighted that failure to comply with the pre-action protocols may lead to the issuance of orders as to costs against the non-complying party or order a stay of proceedings for the proper observance of pre-action protocols.[7] Nonetheless, in Georgios Roditis v. Grand Masonic Lodge of Cyprus Ltd et al, the defendants sought to dismiss the claim over alleged non-compliance with the pre-action protocol, but the court held that such failure does not, in principle, justify striking out a claim. The timetable Active case management includes setting timetables.[8] The key stage is the case management hearing, where the Court issues a timetable outlining steps up to trial. The dates for the presentation of evidence, witness list, expert witnesses, exchange of documents, inspection and disclosure, and submissions are predetermined in the timetable. In LAKON A.T.E. v. Municipality of Paphos,[9] where one party sought to submit supplementary written evidence on the timetable, the court allowed the inclusion of filing supplementary written evidence within the timetable, even if in the end it is not used. This ensures the court is not caught off guard by unexpected filings, thereby changing the timetable itself. The ruling reaffirmed that courts may reject pleadings or evidence not submitted in line with the set timetable. However, this does not mean that leniency will not be shown. In Neofytos Polyviou v. Georgia Kyprianou,[10] the claimant failed to file the statement of claim within the timeframe and sought an extension. The court granted the extension acknowledging the claimant’s difficulty in arranging a meeting with his lawyers. While noting that the claimant could have acted with more diligence the court concluded that this should not lead to the dismissal of the application and the deprivation of the claimant’s right to pursue his claim. Conclusion In conclusion, it could be argued that there is a clear shift in approach that is evident under the new CPRs. A more organized and just system is now in place. Given the significant change brought by this new legal framework courts are showing leniency while all parties and lawyers become familiar with the new CPRs. Nevertheless, it is still the beginning and Cypriot courts must adopt a bold stance in interpreting the new CPRs, and, at the same time, a culture of compliance with the vision of the new CPRs is also expected from all people involved. [1] Civil Procedure Rules of 2023, Rule 1.2. [2] Civil Procedure Rules of 2023, Rule 1.5. [3] Konstantis Kantounas v. Christos Iliadis et al., Civil Appeal No. 54/2024, 18/10/2024. [4] Markos Kouzalis (deceased, through the administrator of his estate, Giovanni Kouzalis) v. Gordian Holdings Limited, application no. 5/2023. [5] Lucy Rebecca Williams v. Nissi Boat Water Sports limited, Action No. 534/2016, dated 9/4/2024. [6] Civil Procedure Rules of 2023, Rule 3.9. [7] Georgios Roditis v. Grand Masonic Lodge of Cyprus Ltd et al., Claim No. 3416/2023, dated 13/2/2025, and see under English case law, Olatawura v. Abilove [2002] 4 All ER 903, CA; Cundall-Johnson & Partners v. Whipps Cross University Hospital NHS Trust [2007] EWHC 2178. [8] Civil Procedure Rules of 2023, Rule 23. [9] LAKON A.T.E. v. Municipality of Paphos, Action No. 1186/23, 2/11/2023. [10] Neofytos Polyviou v. Georgia Kyprianou otherwise Georgia Klimi et al., Claim No: 143/2024, 11/12/2024.

Elias Neocleous & Co LLC (“ENC”) is pleased to have acted as Cyprus legal counsel to Macintyre Hudson Ireland Limited, a subsidiary of MHA plc, in connection with its €24 million acquisition of Baker Tilly South East Europe. The transaction brings together over 800 professionals across Cyprus, Greece, Bulgaria, Moldova, and Romania, further strengthening MHA’s regional presence and marking a key milestone in its post-listing growth strategy. Working alongside the client’s UK counsel Freeths LLP, ENC advised on all Cyprus law matters relating to the acquisition, including review and negotiation of the corporate and transactional documents, preparation of Cyprus legal due diligence, regulatory and merger control advice, employment matters, and coordination of all jurisdictions to support the transaction through to completion. The firm also secured merger control clearance in Cyprus for the acquisition. Notably, ENC collaborated with all regional counsel in the relevant jurisdictions of the operations of the target, Dinova Rusev & Partners for Bulgaria, Kyriakides Georgopoulos (KG) Law Firm for Greece, Cerha Hempel for Romania, and Schoenherr for Moldova, to coordinate the multi-jurisdictional due diligence exercise and regulatory aspects of the transaction. The Elias Neocleous & Co LLC team comprised Andrea Kallis Parparinou, Xenia Kalogirou, Ramona Livera, Katia Papadopoulou, Demetris Gregoriou, and George Tsardellis (litigation matters). #Elias Neocleous #Mergersandacquisitions #Cyprus #EmploymentLawAlliance