CySEC Circular C528 – Variable Capital Investment Companies – Changes in the Constitutional Documents

MNK Risk Consulting > Regulatory Developments > CySEC Circular C528 – Variable Capital Investment Companies – Changes in the Constitutional Documents

Circular C528 (“the Circular”) dated 02/09/2022 wishes to remind all CySEC regulated Variable Capital Investment Companies of the actions to be taken in relation to the amendment of their Constitutional Documents

The Cyprus Securities and Exchange Commission (the ‘CySEC’) wishes to remind all regulated Variable Capital Investment Companies, including:

  1. Alternative Investment Fund Managers (‘AIFMs’);
  2. UCITS Management Companies (‘UCITS MC’);
  3. Self-Managed Alternative Investment Funds (‘SM AIFs’);
  4. Self-Managed Alternative Investment Funds with Limited Number of Persons (‘SM AIFLNP’); and
  5. Companies with sole purpose the management of AIFLNPs

that they need to ‘immediately’ proceed with changes in their Constitutional Documents as per Registrar of Companies’ Announcement on the 25th November 2021. The announcement was published following the amendment of the Companies (Amendment) (No.3) Act of 2021 (Ν. 150(Ι)/2021) (the “Amending Legislation”), which introduced specific provisions regarding Variable Capital Investment Companies.

More specifically, the abovementioned companies, in accordance with Articles 370Θ (1)-(3) and 370ΙΕ(1)-(3)  of the Amending Legislation will need to take the following actions:

  1. an existing Variable Capital Investment Company must, within 12 months from the effective date of the abovementioned Law (N. 150(I)/2021), submit to the Registrar of Companies a special resolution together with the amended Memorandum and Articles of Association (i.e., by the 5th of November 2022).
  2. each company that has amended the terms of its Memorandum in relation to its share capital, so as to become a Variable Capital Investment Company, must within 1 month from the said amendment, submit to the Registrar of Companies the relevant ordinary resolution, together with Form HE16 and, if they so wish, the amended Memorandum presenting the new share structure of the company.

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