Cyprus

In Cyprus, the Control of Concentrations Between Undertakings Law 83(I) of 2014 (the Law) regulates the control of concentrations between undertakings.

The Cypriot merger control regime is mandatory and suspensory. Concentrations that meet the jurisdictional thresholds must be notified to and cleared by the Commission for the Protection of Competition prior to their implementation.

The Commission for the Protection of Competition (CPC) is the decision-making authority responsible for implementing and enforcing the Law. The investigation and procedural aspects relating to notifications are performed by the CPC’s civil service (the Service).

Administrative recourses against the CPC’s decisions fall under the jurisdiction of the Administrative Court of Cyprus.

The Cypriot merger control regime generally applies economy-wide without separate substantive tests for specific sectors. There are specific rules for calculating turnover specifically for credit institutions and insurance companies.

An overarching Foreign Direct Investment (FDI) screening regime entered into force on 2 April 2026, targeting specific strategic sectors.

Because Cyprus is a Member State of the European Union, it is subject to the EU Merger Regulation (EUMR) (Council Regulation (EC) No. 139/2004). If a merger or acquisition meets the thresholds to have a “Community dimension” under the EUMR, the European Commission assumes exclusive jurisdiction to review the transaction. In such cases, the transaction is generally exempt from notification to the CPC, unless the European Commission specifically refers the case back to the Cypriot authorities.

The CPC cooperates with the European Commission and other national competition authorities within the EU, operating under the principle of parallel competencies.

1.7 Are there any proposals for reform of the regime?

In late 2025, the CPC carried out a public consultation on a draft bill to amend the current merger control regime. Key proposed changes include revising the domestic turnover threshold to require at least two undertakings to achieve a turnover exceeding EUR 200,000 each in Cyprus. A revised version of this draft bill is expected to be submitted to Parliament as early as Q4 2026.

In late 2025, the CPC carried out a public consultation on a draft bill to amend the current merger control regime. Key proposed changes include revising the domestic turnover threshold to require at least two undertakings to achieve a turnover exceeding EUR 200,000 each in Cyprus. A revised version of this draft bill is expected to be submitted to Parliament as early as Q4 2026.

The trigger for merger control is a change of control on a lasting basis over an undertaking.

Control is assessed by evaluating rights, agreements, or other means that confer the possibility of exercising decisive influence over an undertaking. This encompasses ownership or enjoyment rights over assets, and rights or contracts conferring decisive influence on the composition, meetings, or decisions of an undertaking’s bodies.

De facto control satisfies the test, and veto rights over certain types of decisions may also fall under rights conferring decisive influence. The acquisition of a minority interest is caught and notifiable if it confers, either severally or jointly with other rights, the possibility of exercising decisive influence.

No, the Law applies strictly to concentrations between undertakings that result in a change of control on a lasting basis.

The transaction structures caught under the Law are:

• mergers of two or more previously independent undertakings or parts of undertakings;
• acquisitions of direct or indirect control of the whole or parts of one or more other undertakings, whether by purchase of securities or assets, by contract, or by any other means; and
• the creation of a full-function joint venture.

A joint venture is only caught when it is “full function,” meaning it performs on a lasting basis all the functions of an autonomous economic entity.

When control over an existing undertaking changes from sole to joint, it is only notifiable if the resulting joint venture remains full-function.

Strategic alliances or non-full-function joint ventures are not caught.

A sequence of transactions carried out in stages over a four-year period between the same parties is notifiable as a single transaction.

This single transaction is deemed to occur on completion of the final stage that results in a change of control on a lasting basis.

Interrelated transactions between different parties will also be notifiable as a single transaction if they result in a lasting change of control over the target undertaking(s).

A transaction is notifiable if the following thresholds are cumulatively met:

• the aggregate worldwide turnover achieved by at least two of the undertakings concerned exceeds EUR 3.5 million each;
• at least two of the undertakings concerned achieve a turnover in Cyprus; and
• at least EUR 3.5 million of the aggregate turnover of all undertakings concerned (taken together) is achieved in Cyprus.

A transaction may also trigger jurisdiction if the Minister of Energy, Commerce and Industry formally declares it to be of major importance on public interest grounds.

Turnover comprises amounts derived from the sale of products and provision of services during the preceding financial year, after deducting sales rebates, VAT, and other directly related taxes. Internal group transactions are excluded.

In acquisitions of sole control, the turnovers of the acquiring undertaking (group level) and the target are considered. The seller’s revenue is not relevant.

In acquisitions of joint control, the turnover of each undertaking acquiring joint control, along with the target undertaking’s turnover, are taken into account.

In newly established joint ventures, the thresholds are applied to the parent undertakings acquiring control over the joint venture.

For credit institutions, turnover is calculated as one-tenth of the balance sheet of the last financial year. For insurance companies, it is the value of gross premiums during the last financial year, minus taxes and parafiscal contributions.

Any sales achieved in the areas of the Republic of Cyprus outside the effective control of its government are excluded.

Jurisdictional thresholds in Cyprus are entirely turnover-based; there are no asset-based thresholds. Asset values (taken from audited financial statements) are only relevant if requested as supplementary information within the filing.

All turnovers and asset valuations must be expressed in euros.

Amounts in foreign currencies must be converted into euros according to the average European Central Bank exchange rate for the respective 12-month financial period.

There are no market share thresholds to establish jurisdiction.

For the substantive assessment, market shares are typically calculated based on each undertaking’s respective sales of the relevant products in Cyprus compared to the total market value.

Nexus is established purely through the turnover thresholds.

It is sufficient that at least two of the undertakings concerned achieve any turnover in Cyprus, provided their combined Cyprus turnover meets the EUR 3.5 million threshold.

There are no exemptions or safe harbours for foreign-to-foreign transactions; they are caught if they meet the jurisdictional thresholds.

A concentration is deemed not to arise, exempting it from notification, in the following scenarios:

• credit/financial institutions or insurance companies temporarily holding securities for resale within one year, provided they do not exercise voting rights to determine competitive behaviour;
• control is exercised by a person authorised by law to carry out a winding-up, liquidation, or bankruptcy procedure;
• the concentration is carried out by investment companies solely acquiring and managing holdings without involving themselves in management to determine competitive behaviour;
• the transfer of assets/property occurs due to death by will or intestate devolution; and
• the concentration is between two or more undertakings that are subsidiaries of the same parent entity (internal restructurings).

The CPC has the power to impose substantial fines for gun-jumping whether a notifiable transaction was filed or not. It may also order the partial or complete dissolution of an un-notified, implemented concentration.

The Minister of Energy, Commerce and Industry may declare a transaction as being of major importance, and therefore notifiable to the CPC, on grounds of major public interest.

This power is exercised with regard to potential effects on public security, media pluralism, or principles of sound administration.

The Law does not explicitly provide a statutory longstop date or limitation period concerning the CPC’s powers to pursue non-notified mergers or enforce call-in actions.

No, there is no voluntary notification regime in Cyprus. Filing is strictly mandatory only when jurisdictional thresholds are met or a Ministerial order is issued.

Notification is strictly mandatory for all concentrations of major importance.

The obligation to notify cannot be waived.

Yes, there is a strict standstill obligation.

A transaction qualifying as a concentration of major importance must be cleared by the CPC prior to completion.

Implementing actions giving effect to a change of control (e.g., asset transfers, share transfers, or merging operations) before clearance constitutes gun-jumping.

The CPC may grant temporary approval for the implementation of a concentration during a Phase II investigation.

Parties must apply to the CPC and demonstrate that they will suffer substantial damage as a result of a delay.

This temporary approval may be subject to conditions and does not prejudice the CPC’s final decision.

• Acquisition of sole control. The acquiring undertaking alone is responsible.
• Mergers or acquisition of joint control. The merging undertakings or the undertakings acquiring joint control are responsible. They must file jointly or individually, though a common notification is recommended.

The seller is not responsible for filing.

An administrative filing fee of EUR 1,000 must be paid upon submission for a Phase I assessment.

An additional fee of EUR 6,000 is required before the initiation of a Phase II full investigation.

The notifying undertaking(s) is responsible for payment.

The notification must be filed after signing the agreement or publishing a public offer, but prior to implementation.

Notification can be made prior to signing if the parties can demonstrate to the CPC a bona fide intention to conclude the transaction.

In takeovers, notification may follow the announcement of an intention or final decision to make a public bid.

There is no statutory deadline for submitting a notification, provided it is filed and clearance is obtained prior to closing.

There is no prescribed template, but Schedule III of the Law details the information that must be included.

Information categories include: financial and structural details, ownership and control relationships, personal/economic ties, and a description/analysis of relevant and affected markets.

Supporting documentation must include: transaction/bid documents, recent annual reports/audited financial statements, reports or analyses evaluating market/competition conditions, a power of attorney, and a declaration confirming awareness of obligations.

The notification itself must be submitted in Greek. Supporting documents can be provided in Greek or English. Documents in any other language require official translation.

There is no simplified or short-form procedure under the Law.

Pre-notification discussions are neither required nor common. Any such discussions are purely informal and do not bind the CPC.

• Phase I. The CPC has one calendar month to clear the transaction or initiate a Phase II investigation, starting from the receipt of a complete notification and the filing fee. The CPC may extend this by 14 calendar days by giving notice seven days prior to expiration.
• Phase II. The CPC must issue a decision within four calendar months of receiving a complete notification. The CPC has the discretion to extend this timeframe if delays result from omissions by the undertakings.
• Suspension (Clock-stops). If the CPC formally requests additional information, the review period stops running. It restarts afresh on the working day following the submission of a complete response by the parties.

Deadlines are calculated in calendar months and calendar days. If a statutory period ends on a public holiday or non-working day, the deadline ends on the next working day.

For a non-problematic deal without requests for further information, clearance takes one calendar month from the submission of a complete filing.

Factoring in preparation and potential minor clarifications that trigger clock-stops, an estimate of six to 10 weeks is a realistic reference point for a longstop date.

In public bids, notification is submitted following the announcement of the public bid, or an intention to make such a bid. The underlying prohibition against implementation prior to clearance still applies.

Affected third parties, including customers and competitors, may request a right of audience to present arguments before the CPC during a Phase II investigation.

The CPC may also initiate negotiations, discussions, or hearings with any party it considers helpful to its assessment.

The CPC has formal powers to request additional information and demand extensive document disclosure at any phase.

Such requests formally suspend the review timetable.

The CPC balances transparency with the protection of business secrets when publishing gazette notices.

Notifying parties must justify and designate which documents contain business secrets or confidential data.

Parties may request redactions from the final published decision.

Furthermore, the CPC and the Service are bound by a statutory duty of confidentiality, breach of which is a criminal offense subject to fines and imprisonment.

The core substantive test is whether the concentration significantly impedes effective competition in Cyprus or a substantial part of it, particularly through the creation or strengthening of a dominant position.

The CPC evaluates the structure of the markets, market positions of the undertakings, financial power, alternative supply sources, barriers to entry, consumer interests, and supply/demand trends.

Non-competition factors (public interest, security, media pluralism) are only considered by the Minister if they intervene to review a transaction.

The CPC assesses potential contributions to technical and economic progress, provided they serve consumer interests without obstructing competition.

Aligned with European Commission practice, accepted efficiencies must benefit consumers, be merger-specific, and be verifiable.

In Phase II investigations, the CPC may hold negotiations, discussions, or hearings.

The parties hold a right of access to the file; the CPC must disclose all non-confidential documents utilised to draw up its statement of objections and subsequent decisions.

During Phase II, the Service notifies the parties that they may submit remedial proposals to address the CPC’s concerns.

The Service sets the exact timeframe for submission on a case-by-case basis.

If initial proposals are insufficient, the Service conducts further negotiations to modify the remedies to satisfy the CPC.

The CPC accepts both structural and behavioural remedies.

Remedies must be reasonably necessary to protect the competitive market and must directly address identified concerns.

The CPC possesses wide discretion and can order the partial or complete dissolution of an un-notified, implemented merger.

The CPC may clear a transaction while imposing explicit conditions concerning its implementation.

Implementing the transaction without fulfilling imposed conditions constitutes a breach punishable by fines up to 10% of aggregate global turnover.

The CPC holds the power to revoke or amend clearance decisions if remedy terms are unmet.

The CPC issues written notification of its decision directly to the notifying undertakings.

A non-confidential version is subsequently published in the Official Gazette and on the CPC’s website.

Clearance decisions come into immediate effect and are binding as administrative executive acts. There is no waiting period.

Yes, ancillary restrictions are generally covered by the CPC’s final clearance decision.

The CPC’s decisions are subject to judicial review.

Aggrieved parties possessing a legitimate interest can pursue an administrative recourse before the Administrative Court of the Republic of Cyprus.

A failure to notify per se is not expressly subject to statutory fines. However, the CPC may interpret statutory provisions concerning the failure to submit required information to penalise a failure to file, which carries a fine of up to EUR 50,000, though this interpretative approach has not been applied to date.

Gun-jumping attracts severe penalties. The CPC can impose a fine of up to 10% of the aggregate global turnover of the notifying undertaking(s) achieved during the preceding financial year.

The CPC may also impose a daily fine of EUR 8,000 for as long as the infringement persists.

The CPC can order the total or partial dissolution of the concentration.

The notifying undertaking(s) bears the liability. In a recent 2020 enforcement, the CPC fined undertakings EUR 10,000 for closing after notification but prior to clearance.

The CPC may levy fines of up to EUR 50,000 for providing misleading or inaccurate information, or for failing to supply required information.

Individuals can face criminal liability for concealing, destroying, or falsifying information subject to an inspection, punishable by up to 1 year in prison and/or a fine of up to EUR 85,000 upon conviction.