VCICs – Amendments in constitutional documentation

VCICs – Amendments in constitutional documentation

in Sep 08, 2022

The adoption of Law 150(I)/2021 (the “Amendment Law”) amending the Companies Law Cap.113 (the “Law”) introduced significant modifications to the legal framework governing Variable Capital Investment Companies (“VCIC’s”).

The amendments have introduced a new Part of the Law dedicated to VCICs (Part XA) and include newly adopted provisions that regulate, among others:

  • the required sections that must be included in the Memorandum & Articles of Association in relation to the share capital of VCICs, to be indicated as prescribed in Table E of Annex I of the Law;
  • the ability to convert the share capital of a limited liability company to a VCIC without par value through the submission of a relevant notification to the Registrar of Companies (“Registrar”);
  • the procedure to be followed for the amendment of the Memorandum of a VCIC in relation to its share capital and/or the rights attributed to different classes of shares; and
  • the redemption of shares to take place in accordance with the constitutional documentation of the VCIC.

The Law further provides that registered VCICs are obliged, within a period of 12 months from the date of adoption of the Amendment Law – being 05 November 2021, to submit the required amendments to their constitutional documentation to the Registrar to avoid the imposition of any applicable penalties.

CySEC has further issued a reminder on 01 September 2022 addressed to all applicable entities to proceed with the adoption of the required amendments, ahead of the expiration of the adjustment period (on 05 November 2022).

We prompt all VCICs to proceed with the amendments of their constitutional documentation the soonest possible. Our team stands ready to assist you with any enquiries.