Ioannou & Sharpe LLC

Cyprus Based Law Firm focused on commercial and litigation practise

[Ioannou & Sharpe LLC @ios_law]

He lost 30 per cent of his damages because he had slowed down when the car ahead looked unsure. The Court of Appeal gave it back: what counts is when the danger appeared, not when he got careful (Civil Appeal 249/20).

A motorcyclist slowed down because the car ahead looked unsure where it was going. At trial that caution was used against him: it showed, the judge held, that he had seen the danger and failed to do enough about it, so 30 per cent of the blame was his. On 9 September 2026 the Court of Appeal took the whole 30 per cent away.

In Lakatamia on 15.3.11 a car turned right across the road and cut off a motorcyclist who had priority. The rider said he kept reducing speed to work out what the driver meant to do, and that the car then cut across him. The trial court called that decisive, split liability 70 to 30 and gave judgment for €11.626.

Until the car turned, the Court of Appeal held, no danger had appeared, and the rider was not obliged to do anything more. It would be excessive to ask him to change lane or stop before any danger appeared, merely because he had been concerned earlier and slowed down. What is examined is what he did or failed to do after the danger appeared, and the danger appeared when the car turned. By then he was very close and could do nothing, and his reaction falls to be judged in the agony of the moment. He was not bound to foresee that another driver might act negligently, unless experience shows such negligence is usual in the circumstances. The award became €16.040 plus interest, with €3.400 costs, and the cross appeal failed.

Slowing down because another driver looked unsure was not an admission that he had seen the danger. It is what a careful driver does.

If an insurer says your own caution proves you were partly to blame: https://t.co/Cxt5HQIRvN · Limassol

Not legal advice.

[Ioannou & Sharpe LLC @ios_law]

Full piece: https://t.co/Ab2rSk3S25

[Ioannou & Sharpe LLC @ios_law]

Five days before the auction he filed to have the mortgage struck off and the flat put in his name, which if its conditions were met suspended the sale. It ran anyway. In 2026 the Court of Appeal refused the orders he sought (Civil Appeal E178/2019).

A buyer who had paid much of the price of an off plan flat could not stop the developer's bank from auctioning the land under it. On 9 September 2026 the Court of Appeal refused him the interim orders he sought (Civil Appeal E178/2019); this was not the trial.

The buyer signed on 5.8.11 for one of the planned flats at €247.826,08, and deposited his contract at the Land Registry on 29.8.11. The Land Registry told him then the plot already carried a mortgage and a charge. He had paid €130.272,96 by 21.2.12. The mortgagee bank served notices for a debt of €1.329.038, and five days before the sale he filed a trapped buyer application to have the mortgage struck off and the unfinished flat put in his name. The law suspended any auction until such an application was fully examined, if two conditions were met. The auction ran on 13.11.17 anyway and the plot sold for €358.000.

He won two grounds, hence reduced costs: the judge below should not have settled the constitutional question finally at the interim stage. The appeal failed regardless. The court did not decide constitutionality itself. It followed a binding ruling of 20.6.24 (Civil Appeal 285/2018) that the sections added in 2015 to let a trapped buyer clear a prior mortgage are unconstitutional. A claim resting only on the auction not being suspended had a prospect of success it called not merely invisible but almost non existent. The judgment says nothing of any later legislation.

The fact is the court's, the lesson ours: the mortgage was on the register the day the contract was deposited. Check it before you pay, not before the auction.

If you are buying off plan, or your developer's lender has begun an auction: https://t.co/Cxt5HQIRvN · Limassol

Not legal advice.

[Ioannou & Sharpe LLC @ios_law]

Full piece: https://t.co/rjnRv89oiU

[Ioannou & Sharpe LLC @ios_law]

Cyprus holding companies are sold on a headline 0% on dividends and share sales. The statutes attach conditions that turn on the subsidiary, not on the size of your stake. Here is what has to be true.

A Cyprus holding company can receive dividends from foreign subsidiaries and sell its subsidiaries' shares at 0% Cyprus tax, but only on conditions. The law sets no minimum stake or holding period. The conditions turn on how each subsidiary is taxed, what its income comes from, and what it owns.

Dividends. Section 8(20) of the Income Tax Law exempts dividends, except to the extent a dividend is deductible in working out the paying company's foreign tax; such a dividend is then not a dividend for Special Contribution for Defence (SDC) purposes either.

Under section 3(1)(c) of the SDC Law, a Cyprus company pays 5% SDC on a dividend from a non-resident company when both are true: the payer is engaged, directly or indirectly, more than 50% in activities producing investment income, and the foreign tax on its income is below 50% of the Cyprus company's tax burden. Put simply: a mainly passive, lightly taxed foreign subsidiary's dividend carries 5% SDC; fail either condition and none is due.

Share sales. Section 8(22) exempts "gain from the disposal of titles", defined to include shares in Cyprus or foreign companies.

Apart from exemptions for listed shares, a separate law, the Capital Gains Tax Law, charges 20% when shares are sold in a company owning immovable property in Cyprus, or holding such companies directly or indirectly where that property makes up at least 20% of the shares' market value. That gain is measured on the Cyprus property alone, and is taxed even where income tax exempts it.

Separately, Income Tax Law section 33A disregards arrangements made mainly for a tax advantage without valid commercial reasons.

So before relying on the 0%, check each subsidiary: how it is taxed, what its income comes from, and whether Cyprus property sits below it.

https://t.co/Cxt5HQIRvN · Limassol

[Ioannou & Sharpe LLC @ios_law]

One email, Monday morning. The week's Cyprus legal updates: case notes worth knowing, the deadlines that bite, and practical guidance for doing business here. Free, weekly, and short.

Every Monday morning we send one email: the week's Cyprus legal updates. Case notes worth knowing about, the deadlines that actually bite, and practical guidance for doing business in Cyprus, written the way we would explain it to a client.

Free, weekly, and short enough to read with your coffee. Sign up at https://t.co/ErYakHcO9t

https://t.co/Cxt5HQIRvN · Limassol

[Ioannou & Sharpe LLC @ios_law]

Full piece: https://t.co/MHp1f6maRL

[Ioannou & Sharpe LLC @ios_law]

Cyprus's top courts have told judges what AI misuse looks like in a filing, and to ask counsel whether AI was used and whether their citations were checked. Here is what that means before you file.

On 19 October 2026 the Supreme Constitutional Court and the Supreme Court issued a Guide on the use of artificial intelligence in the courts. It is addressed to judges, and it binds them: the Guide says its guidelines are binding and that a breach may, depending on the circumstances, amount to a disciplinary offence.

It does not regulate advocates. But it tells judges what to look for in what we file, and what to ask us.

Judges are encouraged, when they consider it necessary, to ask parties or their counsel whether AI was used. Until the legal community is fully familiar with AI, the Guide says it is necessary to remind lawyers of their obligations, and that it should be confirmed they independently checked AI-assisted legal research, their references to legislation and case law, and any other AI-assisted content.

It lists signs of misuse for judges to keep in mind, among them citations that cannot be verified, foreign legal standards with no relevance, fluent text with substantive errors, and stock phrases that point to AI.

And it states the base rule: advocates are responsible for the material they file and have a professional obligation to ensure its accuracy and appropriateness.

Our suggestion, not a requirement of the Guide: before you file, check every citation against an official source, make sure the authority is Cypriot or genuinely relevant, and be ready to say how AI was used and what you verified.

https://t.co/Cxt5HQIRvN · Limassol

[Ioannou & Sharpe LLC @ios_law]

Ten instalments of €2,000, a payment table signed each time, and a handwritten line naming one street. Read as written it said nothing about the apartment block nearby, so the balance claimed on the block was awarded in full.

A signed line saying you have no other claim settles exactly what it names. A district court in Limassol read one this August, took it at its word, and its words named one street. It is a first instance judgment, persuasive and not binding; the lesson is in the last line.

An electrician sued for work done for his two nephews; one had died, so the survivor answered personally and as administrator of the estate. He claimed the balance on an apartment block he wired from May 2010 until work stopped in July 2011, its central heating, and heating pipework in six nearby houses and two fireplaces in one. The defence was that €20,000, paid in ten instalments of €2,000 from December 2015 to September 2016 against a payment table he signed each time, settled everything. The table carries a handwritten line: electrical installations at one named street, no other claim against either brother.

He said it was added after he signed, on a graphologist's word. The graphologist never testified, so the hearsay carried no weight and the line stood. Refusing his version, the judge held, did not mean adopting theirs. As written it records no other claim for the installations at the street where the houses stand, and nothing about the block. So the block claims survived: €38,095 for work done, the full sum claimed, €3,000 for the fee lost on the 2019 termination, and €4,044 of the €4,764 claimed for its heating. The €4,650 on the houses fell on the survivor alone. Legal interest runs from 5 March 2021.

A release is read by its words. If you mean every job, every site, every company and every person, say so.

Before you sign that you have no further claim: https://t.co/Cxt5HQIRvN · Limassol

Not legal advice.

[Ioannou & Sharpe LLC @ios_law]

Full piece: https://t.co/NDYUNgK6AQ

[Ioannou & Sharpe LLC @ios_law]

Cyprus courts treat a bank guarantee as cash. Only fraud by the party calling it, known to the bank as well, will stop payment. Tens of millions claimed in a London arbitration did not. First instance, interim, orders cancelled with costs.

A subcontractor asked a district court in Limassol to stop a bank paying two guarantees, saying the contractor calling them owed it tens of millions and had no valid claim of its own. On 25 August 2026 the court refused, and cancelled the orders it had granted without notice. It is a first instance interim ruling, persuasive and not binding, and treats a bank guarantee the way commerce does, as cash.

The two were an advance payment guarantee, reduced by then to EUR 3,965,224.88, and a performance guarantee of EUR 2,501,497. Each promised payment “promptly on demand and without proof or conditions”. The court classed both as on demand bonds. The paramount ground for stopping one is fraud: fraud by the party calling, at the same time known to the bank, and supported by full and sufficient material. Even at the interim stage, an arguable case of dishonesty is not enough. Put plainly, the bank pays unless you can show the caller was lying and the bank knew it.

Claims of EUR 65,509,207.44, or at least EUR 35,000,000 if the contractor's termination stood, did not clear that bar. Nor did the argument that the contractor had missed the contract's claims timetable. The applicants never said the guarantees' own conditions were unmet, and the court found no trace of evidence that the bank knew the caller had no right to be paid. Who terminated lawfully goes to arbitration; the court said so.

Dismissed, with costs of EUR 7,426.00 plus VAT plus EUR 42.00. A claim of tens of millions did not stop a call on about EUR 6,500,000, and the court never reached irreparable harm or the balance of convenience.

If you are giving a bank guarantee, or someone has just called yours: https://t.co/Cxt5HQIRvN · Limassol

Not legal advice.

[Ioannou & Sharpe LLC @ios_law]

Scaffolding was on the site and nobody had assembled it. Cyprus Court of Appeal, July 2024: handing it over in pieces does not end the main contractor's duty to everyone working on his site. The injured plasterer carried 20% of it himself.

In July 2024 the Cyprus Court of Appeal told a main contractor what many developers assume is not their problem: you can subcontract the work, but you cannot subcontract the site. The injured worker's own carelessness came into it too, and it changed less than the contractor hoped.

The accident was on 28.12.2006. A plasterer finishing brickwork on the second floor balcony of a two storey building under construction lost his balance and fell to the ground, seriously injured. Damages were agreed at EUR 400,000 on full liability, so the trial ran on blame alone. The main contractor said the man was its subcontractor's employee, the site was shut for Christmas, and it knew nothing about anyone working that day.

The court found the site open and unfenced, with three people working on it. Scaffolding was there, provided by the contractor and left in pieces. The judgment puts it in one sentence: the main contractor's responsibility does not stop with the supply of disassembled scaffolding to a subcontractor. He stays the occupier of the site at all material times, and what happens there in the ordinary run of the work is his.

The worker did not come out of it clean. He admitted the job was dangerous, he knew the scaffolding was not up, and he sent his helper downstairs and started plastering alone under a beam, 2.3 metres above the balcony floor. The Court of Appeal gave him 20% of the blame and cut the award to EUR 320,000, owed by contractor and subcontractor jointly and severally.

The 20% came off the bill. It did not come off the duty.

If you have subcontracted the labour on a site you own or run: https://t.co/Cxt5HQIRvN · Limassol

Not legal advice.

[Ioannou & Sharpe LLC @ios_law]

One email, Monday morning. The week's Cyprus legal updates: case notes worth knowing, the deadlines that bite, and practical guidance for doing business here. Free, weekly, and short.

Every Monday morning we send one email: the week's Cyprus legal updates. Case notes worth knowing about, the deadlines that actually bite, and practical guidance for doing business in Cyprus, written the way we would explain it to a client.

Free, weekly, and short enough to read with your coffee. Sign up at https://t.co/ErYakHcO9t

https://t.co/Cxt5HQIRvN · Limassol

[Ioannou & Sharpe LLC @ios_law]

Full piece: https://t.co/XwJ0v00Yfx

[Ioannou & Sharpe LLC @ios_law]

A clinic's contract put a price of more than six times a doctor's annual salary on breaking it. She left early anyway, and a Cyprus court refused to enforce the figure. Here is how courts decide which agreed sums stand.

Contracts can fix the sum due for breach. A genuine advance estimate of loss is called "liquidated damages"; a sum set to frighten a party into performing is a "penalty clause". Liquidated damages in Cyprus are not paid automatically. A court first decides which kind of clause it is; if the clause fails, you may be left proving your real loss.

Under section 74(1) of the Contract Law, Cap. 149, where a contract names a sum payable on breach, or contains a penalty, the innocent party is entitled to reasonable compensation not exceeding that sum, even without proving actual loss. The figure is a maximum, not an automatic award.

In Liberty Life (2011) the Supreme Court called this a legal question of «ερμηνείας της σύμβασης». My translation: interpreting the contract. The whole contract is read as at signing, not breach. A genuine estimate counts towards reasonable compensation; a penalty is ignored. An agent paid CY£10,000 partly for promising five years' exclusive work had agreed to repay it if he left early or missed a sales target. He left, called repayment a penalty, and lost: leaving simply triggered an ordinary promise to repay.

A Famagusta District Court went the other way in February 2026. A clinic's contract made a party in breach pay what the court called more than six times the doctor's annual salary. She gave 15 days' notice, not three months. The court found the clause intimidating, excessive and disproportionate to the clinic's legitimate interests, and held it a penalty. The clinic could not prove the breach caused its claimed loss, and lost. That first instance ruling is persuasive, not binding.

Make the figure an honest estimate of a breach's cost, and keep evidence of actual loss in case the clause fails.

https://t.co/Cxt5HQIRvN · Limassol

Not legal advice.

[Ioannou & Sharpe LLC @ios_law]

Section 3(1)(a) is a threshold, not a formality. A Paphos district court refused a late filing in February 2025: the seller on a 1980 off plan contract was never on the register, though the buyer says he paid in full in 1982 (Application 172/2021).

In February 2025 a Paphos district court refused to let a buyer file his sale contract at the Land Registry, because the firm named as seller had never owned the flat. He signed in September 1980 for apartment 205, off plan, from a partnership, and the affidavit filed for him says the price was paid in full by March 1982.

The decision is first instance and persuasive only. Section 12 of Law 81(I)/2011 says the court may allow a late filing when it considers this just and reasonable for the protection of the buyer. Section 3(1)(a) says a filing is accepted only if there is an entry in the Land Register, in the name of at least one of the sellers, for the property sold or the land it forms part of. As this court read the two together, the deadline can be forgiven; the missing registration cannot. Neither the plot nor the flat was ever registered to the partnership. Separate title issued in June 2017 in the personal name of one of its general partners, since deceased. The argument that the partner held it for the firm was rejected. The condition was not met, and the application failed at that threshold.

Whether that partner acted fraudulently is for the buyer's 2022 action against his estate, which asks for transfer of the flat or, failing that, €60.000 as its current value. For completeness only, the court added it would have refused anyway, because three statutory chances to file went by unused and unexplained. The application was dismissed with costs. Paid, he says, in 1982; in 2025 still nothing on the file. Check the title before the price.

If the seller on your contract is not the name on the title: https://t.co/Cxt5HQIRvN · Limassol

Not legal advice.

[Ioannou & Sharpe LLC @ios_law]

Full piece: https://t.co/GoqBJ7i88e

[Ioannou & Sharpe LLC @ios_law]

The man who pulled out of the side street told the court he had not even noticed whether a car was coming. His insurer still asked the judge to blame the woman who had right of way. It could not show she could have avoided him (Action 6079/2016).

In July 2025 a Nicosia district court held that a driver with right of way does not have to guard against a danger that can only arise from the other driver's negligence. The decision is first instance and persuasive only.

On Christmas night in 2015 a woman was the front seat passenger in her daughter's car, going straight along a main road in Kaimakli, Nicosia, in the left lane. A driver came out of a side street turning right and entered the lane the daughter was in. The cars collided inside the main road. Asked about the other car in cross examination, he said he had not even noticed one was coming. The court found his entry sudden, and that the daughter could take no step to avoid it.

The insurer tried to put the blame, or a share of it, on the daughter, who was not a party. To do that it had to show that the other car was a real danger and that she could have taken avoiding measures and did not. The burden of proving contributory negligence lies on the party alleging it. Nothing was put before the court to show she failed to keep a proper lookout or could have avoided the collision. Liability was full, and the passenger was awarded €5.500 general damages and €727 special damages, with interest from 25 December 2015, halved on the €727 until judgment.

A driver on a main road need not foresee that someone will come out of a side road without stopping, unless there are circumstances that suggest it. Right of way is not a standing duty to expect the worst of everyone else.

If an insurer is trying to move a share of the blame onto you: https://t.co/Cxt5HQIRvN · Limassol

Not legal advice.

[Ioannou & Sharpe LLC @ios_law]

You know what your contract was supposed to mean. A Cyprus court this July set out what it may and may not look at, and your intention, your negotiations and, absent an estoppel, the practice you followed since are on the wrong side of that line.

A Cyprus court reading your contract is not asking what you privately meant. It asks what the words, read whole by an average reasonable reader, express, and a judgment of 13 July 2026 shows it.

The principles it recited are settled. The object of construing a document is to find the intention of the parties, and that intention must emerge from the document: it may not be conjectured, and a presumed intention may not replace the expressed one. Construction is a question of law, decided by the court (Oikonomou v Ttofinis, 1993). The criterion is the meaning the text conveys to the average reasonable person, harmonised with everyday life (Hadjisotiriou v Cyprus Airways, 2011; Theologou v Nemesis, 1998). Background may enrich that reading; negotiations, unilateral statements and subjective intentions are excluded (Theologou). Later conduct cannot be used to construe an agreement, unless it founds an estoppel or evidences a new agreement (Schizas v Adamou, 2016, with Wickman v Schuler). And ordinary meaning governs, read through the document as a whole rather than in isolation (Tsiaklidi v Fotiadi, 2019).

Put plainly: the document, read whole, as a stranger of ordinary sense reads it.

Applied here, to a shareholders' agreement built on stated thresholds, the disputed wording read as a whole was clear. Had the parties intended the wider reading, that agreement would have said so expressly. The practice followed since signing could not be decisive. Legal opinions the company had taken were contested; the court construed the clause itself. The application was dismissed, with costs.

This is a first instance judgment, persuasive rather than binding. The discipline is general: what you meant and did not write is evidence of nothing. Write what you mean.

If a clause you rely on is being read against you: https://t.co/Cxt5HQIRvN · Limassol

Not legal advice.

[Ioannou & Sharpe LLC @ios_law]

In 2019 a Cyprus startup visa founder had to show access to €20,000. The December 2024 scheme text names no such sum. Here is what it screens instead, and where the money question went.

Under its December 2024 text, the Cyprus startup visa sets no minimum sum a founder must hold. It scores the business plan, and that is where money comes back.

The 2019 edition wanted access to funds, €20,000 for an individual founder, and a team holding more than 50% of the shares. For startups with no revenue yet or under €1M (Category A), the current text names no capital figure.

The company must be an innovative startup: unlisted, small, up to five years from registration, no profits distributed yet, not formed through a merger, and should have or be developing new products, services or processes that create new or disrupt existing markets, using new or adapted technology or new business models. Applicants, from outside the EU and EEA, are a sole founder or a team of up to five: founders only, or at least one founder plus senior executives. At least 25% of the shares should be owned by one or more of the applicants. In short: young, new, a quarter owned by the applicants.

Two independent evaluators score the plan on four criteria, five marks each. It needs 3 or more on every criterion and 15 or more out of 20 from both; if only one passes it, a third decides. A rejected Category A plan averaging above 12 may be revised and resubmitted once.

Category B is for companies with at least €1M revenue in the latest audited accounts and R&D of at least 10% of total operating costs in one of the three previous tax years, both certified by an external auditor.

The catch is criterion four: a financing plan, scored on proof of viability for the next three years and on its budget, cash flow, costs and sales forecasts.

https://t.co/Cxt5HQIRvN · Limassol