Aviation Finance & Leasing 2023 Comparisons

When Taxes Are Payable and Applicable Factors

There are no taxes payable in Cyprus solely by virtue of the execution of an aircraft or engine sale agreement where an aircraft or engine is located in Cyprus.

Taxes will be payable on the date of transfer of the legal title of the aircraft or engine (the “asset”) in Cyprus (which, as per 1.2.1 Transferring Title, is usually on execution of the bill of sale) and will depend on various factors, including the following:

• whether the aircraft is in free circulation;
• whether the aircraft is a qualifying aircraft for VAT purposes;
• whether the seller is a tax resident of Cyprus whose main business is the selling of aircraft;
• where the aircraft is located; and
• the type of aircraft.

VAT

If the aircraft is in free circulation, the sale of commercial aircraft used by airlines primarily operating international routes for reward (a “Qualifying Aircraft”) is zero-rated for VAT purposes. In the case of private aircraft, if the seller is established or has permanent residence in Cyprus, the standard VAT rate of 19% applies, but only to the extent that the aircraft is used within the European Union (EU). Provided that it is utilised outside EU airspace, the sale of a private aircraft falls outside the scope of VAT, resulting in no VAT liability in Cyprus.

If the aircraft is not in free circulation:

1. the sale of a Qualifying Aircraft will be subject to VAT at the zero rate; and
2. the sale of a non-Qualifying Aircraft will be subject to 19% VAT.

Customs

If the aircraft is in free circulation, no customs duties are payable.

If the aircraft is not in free circulation, there will be zero customs duties for an aircraft which is registered in a civil aircraft register. If it is not so registered, import duties will be payable at the applicable duty rate, namely 2.7% for aircraft of a weight exceeding 2,000 kg or 7.7% for smaller aircraft, unless a special importation procedure is followed.

Stamp Duty

Stamp duty is payable on the sale agreement/bill of sale within 30 days of execution or receipt of the original signed document in Cyprus (or later on payment of a penalty).

Income Tax

If the seller is a tax resident in Cyprus and selling aircraft is part of its business, it is subject to a 12.5% rate on profits derived from the sale of the aircraft, regardless of the income source being within or outside Cyprus.

If the seller is not a resident of Cyprus and does not maintain a permanent establishment in Cyprus, it is not liable for Cyprus corporation tax on the purchase price.

If the sale agreement is in a language other than Greek or English, a certified translation will be required to enforce it against a Cypriot party.

Certification (if executed in Cyprus) or notarisation and apostille/legalisation (if executed outside Cyprus) is advisable but is not required for purposes of enforcement.

Title of an aircraft or engine is transferred at such time and by such means agreed to by the parties. However, most transfers of legal title are effected upon delivery of the bill of sale. Whether this extends to all installed parts depends on the specific terms of the aircraft sale and purchase agreement, and on the definition of aircraft. Spare and other parts can be made subject to the aircraft/engine sale provided the said sale agreement so provides.

The sale of an ownership interest of an entity that owns an aircraft or engine is considered a transfer of a beneficial interest only and would not be effectively recognised as a sale of the aircraft or engine itself. 

Foreign Governing Law

The transfer of title to an aircraft or engine physically delivered in Cyprus will be recognised even if the bill of sale is governed by English or New York Law under the provisions of the Regulation (EC) No 593/2008 of the European Parliament and of the Council of 17 June 2008 on the law applicable to contractual obligations (the “Rome I Regulation”).

Minimum Substantive Requirements

The bill of sale will be recognised in Cyprus if it is substantively valid according to the law by which it is governed.

If the bill of sale is in a language other than Greek or English, a certified translation will be required to enforce it against a Cypriot party.

Certification (if executed in Cyprus) or notarisation and apostille/legalisation (if executed outside Cyprus) is advisable but is not required for purposes of enforcement. However, please see 1.2.1 Transferring Title regarding the requirements for filing with the Department of Civil Aviation (DCA).

Filing of the Bill of Sale

If the aircraft is already registered in Cyprus, it is required that notice of transfer of the ownership of the aircraft be given to the DCA. A certified true copy of the bills of sale in Greek or English must be filed with the DCA.

Certification/Legalisation

The signature on the bill of sale must be attested by a certifying officer (if executed in Cyprus) or notarised and apostilled/legalised (if executed abroad).

Government Applications or Consents

A bill of sale is not subject to any consent from any government entity nor are any government applications or consents required as a prerequisite to the execution and delivery of a bill of sale in relation to an aircraft or engine registered in Cyprus.

Please see 1.1.1 Taxes/Duties Payable Upon Execution of the Sales Agreement.

There are no types of operating/wet/finance leases concerning only engines or parts that are not permissible or recognised in Cyprus. In practice, the operating lease of an engine is the most common.

A lease involving either a Cypriot party or an asset situated in Cyprus can be governed by a foreign law pursuant to and subject to the Rome I Regulation.

There are no material restrictions on domestic lessees making rent payments to foreign lessors in US dollars.

There are no foreign exchange controls in operation in Cyprus.

There are no taxes or duties payable for executing a lease physically in Cyprus and/or by a Cypriot lessor or lessee except stamp duty, which is payable within 30 days of execution or receipt of the original signed document in Cyprus (or later on payment of a penalty).

A lessor does not have to be licensed or otherwise qualified to do business with a domestic lessee.

There are no mandatory terms required to be in a lease (or ancillary documents thereto) governed by English or New York law that would not typically already be included.

Tax and other withholding gross-up provisions are permissible and enforceable in Cyprus.

A lease can cover parts that are installed or replaced on an aircraft or engine after its execution.

It is advisable that:

1. the lease provides that such parts as may in the future become attached to the aircraft are subject to the lease; and
2. the definitions of aircraft, engines and parts in the lease are properly drafted to cover the replacement of parts during the lease term.

Ownership rights in relation to engines are recognisable separately from the ownership of the rest of the aircraft.

Whether there is any risk of title annexation in respect of aircraft engines installed on an airframe depends on the terms agreed between the parties involved, and is a matter for the governing law of the lease.

The concept of a trust and the role of an owner trustee under a lease are recognised in Cyprus.

Registration of Interests of an Aircraft

If the aircraft is registered in the Cyprus Aircraft Register on application of an owner (who satisfies the requirements set out in the Civil Aviation Law No 213(I)/2002 (the “Cyprus Civil Aviation Laws”)), the details of the legal owner will be noted on the Register.

If the application for the registration of the aircraft is made by a lessee (who satisfies the requirements set out in the Cyprus Civil Aviation Laws) pursuant to a lease for a period of not less than six months, details of both the lessor and of the lessee will be recorded.

The interest of the beneficial owner will not be noted.

Effect of Registration

Upon registration in the Aircraft Register, an aircraft acquires Cypriot nationality.

Registration does not confer title to the aircraft and does not constitute actual notice or constructive notice of ownership.

An aircraft can be registered in the Cyprus Aircraft Register in the name of the operator/lessee (pursuant to a lease for a period of more than six months) if the operator is not also the owner, or in the name of the owner if the owner is not also the operator, provided the statutory requirements as to the nationality of the owner/lessee are complied with.

There is no specific register for leases concerning aircraft or engines, nor is there a provision in the Cyprus Civil Aviation Laws for the registration of leases in the Aircraft Register.

Registration of Lease and Lessor’s Interest in the Register

Please see 2.3.1 Notation of Owner’s/Lessor’s Interests on Aircraft Register regarding the filing of the lease with the DCA if the application for registration of the aircraft in the Cyprus Aircraft Register is made by the lessee.

Other than said filing, a lease (and a lessor’s interest therein) cannot be registered in the Cyprus Aircraft Register.

Leases are not subject to consent from any government entity.

Consequences for Failing to Register the Lease and Lessor’s Interest

If the registration of the aircraft in the Cyprus Aircraft Register is granted on the basis that the lessee is a qualified person (ie, satisfies the nationality requirements under the Cyprus Civil Aviation Laws), the application for registration of an aircraft will not be processed and a certificate of registration will not be issued if the relative lease agreement is not submitted.

Filing Formalities

No formalities, government applications or consents are required for such filing.

Execution Formalities

No government applications or consents are required as a prerequisite to the execution and delivery of an aircraft and/or engine lease in relation to an aircraft registered in Cyprus.

For the lease agreement to be submitted for the purposes of registration of an aircraft, the agreement must:

• be in English or Greek – if in any other language, it must be accompanied by a certified translation; and
• be a certified true copy, and attested by a Cypriot certifying officer (if executed in Cyprus) or notarised, apostilled or otherwise legalised (if executed outside Cyprus).

There are no taxes or duties payable in respect of the filing of the lease agreement with the DCA except stamp duty (referred to in 2.1.5 Taxes/Duties Payable for Physical Execution of a Lease).

There are no particular alternative countries in which aircraft habitually based in Cyprus are typically registered.

To register an aircraft in the Cyprus Aircraft Register, a registration form – Form DCA01 as found on the DCA’s website – must be filed, along with supporting evidence as set out in the form.

The documentation should be in English or Greek. No certification/notarisation is required other than as regards the lease agreement.

A foreign lessor will not be required to pay income or capital gains or other taxes upon leasing an aircraft or engine to a Cypriot lessee.

A foreign lessor will not be deemed to be resident, domiciled or carrying on business or be subject to any taxes because of its being a party to, or of its enforcement of, the lease.

Liabilities in respect of aircraft or engine maintenance and operations will be imposed according to the provisions of the lease agreement (and will usually reside with the lessee).

According to Cypriot law, the owner/lessor is not strictly liable for any damage or loss caused by the aircraft.

Creditors of a Cypriot lessee cannot attach a leased aircraft that is owned by another party.

Third parties’ rights will take priority over a lessor’s rights under an aircraft or engine lease in the following cases.

Statutory Rights of Detention

• Airport charges: if airport charges become overdue, the aerodrome operator has the right to apply to the courts for the issue of an order for the detention of the aircraft involved.
• International air navigation charges, including Eurocontrol: if charges of the European Organisation for the Safety of Air Navigation (Eurocontrol) become overdue, Eurocontrol or the Attorney-General of the Republic may, upon request of said organisation, apply to the courts for an order for the detention and/or enforced sale of the aircraft to which the outstanding charges relate.
• Customs contraventions: aircraft can be detained and in some cases forfeited for breach of customs legislation.
• Noise contraventions: aircraft can be detained for the contravention of aircraft noise requirements.
• Crimes: aircraft may be detained in connection with a variety of crimes, including terrorism, theft and drug trafficking.
• EU-ETS Directive breach: an order for the detention of the aircraft may be made if the lessee is in breach of the provisions of Cypriot law implementing the EU-ETS Directive.
• Compulsory acquisition or requisition: in time of war or national emergency, the government may compulsorily acquire or requisition aircraft.

Liens

The lessee, usually when in breach of the terms of the lease, may have allowed certain liens to accrue against the aircraft – for example, a possessory lien arising from a third party having bestowed labour on the aircraft so as to improve its condition. A maritime lien for the salvage of an aircraft may also arise. In these circumstances, the lessor will usually be required to pay off the liens and then seek indemnity against the lessee.

It is not mandatory for all or part of the insurances to be placed with domestic insurance companies.

Mandatory insurance coverage requirements are those imposed by EU Regulation No 785/2004 of 21 April 2004 on insurance requirements for air carriers and aircraft operators setting out minimum levels of insurance.

Reinsurances can be placed outside Cyprus for full coverage.

Whether cut-through clauses are enforceable in Cyprus will depend on the law governing the insurance and reinsurance contract and the specific provisions thereof. If the reinsurer undertook a direct relationship of indemnity with the original insured, then a cut-through clause in those circumstances (where no privity of contract issues would arise) should be enforceable in Cyprus.

On the other hand, if the reinsurer has not agreed with this directly in favour of the insured party and the arrangement is between the insured and the original insurer only, it is doubtful whether the Cypriot courts would enforce such a cut-through clause.

Assignments of insurances/reinsurances are permitted pursuant to the Insurance and Reinsurance Business and Other Related Matters Law of 2016 (38(I)/2016).

Restrictions on a Lessor’s Ability to Terminate an Aircraft Lease

There are no restrictions under Cypriot law on a lessor’s ability to terminate an aircraft lease. In the event of default by the lessee under the lease, the lessor is not bound to face any restrictions in terminating the lease, provided there is no dispute as to whether an event of default has actually occurred.

If the lessor terminates the lease for reasons that are not contemplated in the lease, the lessee may seek damages for breach.

Restrictions on a Lessor’s Ability to Re-export the Aircraft

As long as the deregistration requirements (please see 2.8.1 Deregistering Aircraft in This Jurisdiction) have been satisfied, and the lessor has obtained possession of the aircraft and holds the required authorisations to fly, there are no significant restrictions under Cypriot law on a lessor’s ability to re-export the aircraft.

Restrictions on a Lessor’s Ability to Sell the Aircraft

There are no restrictions under Cypriot law on a lessor’s ability to sell the aircraft following termination of the lease agreement provided that the lessor has title and capacity to sell the aircraft and the lessee willingly gives possession thereof.

Location of the Aircraft

It is not necessary for the aircraft to be physically located in Cyprus for termination of the lease or the sale of the aircraft to take place, but it must be in Cyprus for its physical transfer from the Cypriot territory and for its exportation.

It is possible for lessors to recover possession without judicial intervention as long as there is an explicit provision in the lease agreement for taking possession of the aircraft in the event of default by the lessee.

In the event of default, the lessor will typically notify the lessee in accordance with the terms of the lease that there has been an event of default under the lease, and that it intends to terminate the lease.

If the lessee opposes repossession or if there is a dispute about whether there has been an event of default under the lease, it is open to a lessor to apply to the court for an order of repossession of the aircraft. 

The newly established Admiralty Court shall have exclusive jurisdiction to decide at first instance any type of “admiralty case”, which includes claims concerning aircraft (in addition to vessels) regardless of the amount in dispute. No cases have been adjudicated yet.

If, pending final resolution of judicial proceedings to enforce an aircraft lease, there is a possibility that the aircraft will be removed from the jurisdiction or otherwise be dealt with by the lessee in such a manner as to defeat the lessor’s claim prior to judgment being given, the lessee may apply to the court for an injunction (or, if it is feared that the lessee will dispose of its assets to defeat any judgment given against it, a Mareva injunction may be sought).

General Nature of Injunctions

The purpose of the injunction is to require a party to perform (mandatory) or refrain from doing (prohibitory) some act. Injunctive relief is equitable in nature and is a remedy rather than a cause of action. Injunctions are generally sought to protect a person’s rights where those rights have been breached, or where an imminent breach of those rights can be identified.

Conditions for Granting of an Injunction

The granting of an injunction is a discretionary remedy, and it may be granted unconditionally or upon such terms as the court may impose.

The court must be satisfied that a number of conditions are met prior to granting an injunction:

• there must be a bona fide/genuine and serious question to be determined;
• damages must not be an adequate remedy;
• there must be a visible change of success and a probability that the claimant is entitled to relief; and
• the balance of convenience must lie in favour of granting the injunction – unless an interlocutory injunction is granted, it will be difficult or impossible to effect full justice at a later stage.

In determining whether to grant an injunction, the court will also consider the rights of any third parties which may be adversely affected by the granting of the injunction.

Cypriot courts will generally uphold:

• a foreign law as the governing law of an aircraft lease subject and pursuant to the Rome I Regulation;
• the submission to a foreign jurisdiction as regards an aircraft lease subject to and pursuant to Regulation (EU) No 1215/2012 of the European Parliament and of the Council of 12 December 2012 on jurisdiction and the recognition and enforcement of judgments in civil and commercial matters (the “Brussels Recast Regulation”); and
• a waiver of immunity by the parties of such lease.

Recognition and Enforcement of UK Judgments

Any final and conclusive judgment to be issued by a superior court in England will be recognised and enforced in the Republic of Cyprus either:

• pursuant to the 2005 Hague Convention on Choice of Court Agreements, if the documents (or any of them) which will be the subject matter of such judgment provide only for the exclusive jurisdiction of English courts; or
• in all other cases pursuant to the provisions of the Reciprocal Enforcement of Certain Judgments of the Courts of Commonwealth Countries Law, Cap 10 of the Statute Laws of Cyprus, as amended.

Recognition and Enforcement of EU Judgments

Any judgment issued by a court of an EU member state, other than Denmark, will be recognised and enforced in the Republic of Cyprus pursuant to the provisions of Regulation (EU) No 215/2012 of 12 December 2012 of the European Parliament and of the Council on jurisdiction and the recognition and enforcement of judgments in civil and commercial matters (the Brussels Regulation (recast)).

Recognition and Enforcement of Danish Judgments

Any judgment issued by a court in Denmark may be enforced pursuant to Article 3 of the Agreement of 19 October 2005 between the European Community and the Kingdom of Denmark on jurisdiction and the recognition and enforcement of judgments in civil and commercial matters.

Recognition and Enforcement of Icelandic, Norwegian and Swiss Judgments

Any judgment issued by a court in Iceland, Norway or Switzerland will be recognised and enforced in the Republic of Cyprus in accordance with the provisions of the Convention on Jurisdiction and the Recognition and Enforcement of Judgments in Civil and Commercial matters of 30 October 2007 (the revised Lugano Convention) between the EU and said countries.

Recognition and Enforcement of Other Judgments

Any final judgment issued by any other court may be enforced in the Republic of Cyprus either:

• pursuant to the Judgment of Foreign Courts (Recognition, Registration and Enforcement by Convention) Law of 2000 (Law 121(I)/2000) if such judgment is issued by a court of a country with which Cyprus has concluded or is connected with an agreement for the mutual recognition and enforcement of judicial decisions; or
• under the common law by the institution of an action in the Republic of Cyprus on the basis of the judgment debt.

Foreign Arbitration Awards

A foreign arbitration award is enforceable in Cyprus by virtue of:

• the International Commercial Arbitration Law No 101/1987 of Cyprus; and
• the New York Convention on the Recognition and Enforcement of Foreign Arbitral Awards of 1958 ratified in Cyprus by Law No 84/1979.

A Cypriot court may give judgment for an amount expressed in a foreign currency if the lease was expressed in that currency.

A lessor can seek repossession of an aircraft as a matter of contract on termination of the lease without a court order.

However, there may be reasons for the lessor proceeding by way of court order in the case where the lessee opposes repossession or there is uncertainty regarding whether an event of default has occurred.

For taking possession of the aircraft, the court will require the original lease or a certified copy thereof. Where the lease is in a foreign language other than English, a certified translation will be required. The loan agreement and any other agreements and documentation relating to the debt should also be provided.

No significant taxes or fees are payable by a lessor under an aircraft lease in connection with the enforcement of the lease in Cyprus.

Unless required by the lease agreement, a lessor is not required by Cypriot law to comply with any mandatory notice periods to terminate an aircraft lease in respect of aircraft operated in Cyprus or aircraft leased by Cypriot domestic operators.

Whether the lessee is entitled to claim any sovereign or other immunity from suit in Cyprus depends on its identity. If the lessee is a sovereign body or other government organ, it may be able to claim sovereign immunity.

Cyprus adopted the Convention on the Recognition and Enforcement of Foreign Arbitral Awards (New York, 10 June 1958) (the “New York Convention”) on 29 December 1980.

Cypriot courts will recognise and enforce a foreign arbitral decision by virtue of:

• the International Commercial Arbitration Law No 101/1987 of Cyprus; and
• the New York Convention ratified in Cyprus by Law No 84/1979.

There are no other relevant issues that a lessor should be aware of in relation to the enforcement of its rights.

Cyprus recognises the concepts of contractual assignment and novation. Under Cypriot law, aircraft leases may be assigned or novated. If the assignment or novation brings about a change in any of the particulars registered in the Cyprus Aircraft Register, the change must be entered therein.

Validity of an Assignment or Novation Agreement Governed by New York or English Law

A New York or English law-governed assignment and assumption agreement or novation agreement (or deed) will be held valid by a Cypriot court pursuant to and subject to the Rome I Regulation.

A Lessee’s Consent for Assignment or Novation of a Lessor’s Rights

Unless the contract requires otherwise, the consent of the lessee to the assignment is not required, but notice should be given to the lessee, who should acknowledge notice of the assignment in writing.

A novation of a lease would normally require the agreement of the three parties involved: the assignor, the assignee and the lessee.

Mandatory Terms Required To Be Included in an Assignment or Novation Agreement

There are no mandatory terms that Cyprus requires to be included in such agreement/deed as long as the basic contractual requirements (eg, clear intention to assign/novate) are complied with.

If the aircraft and/or engine lease assignment or the assumption/novation is in a language other than Greek or English, a certified translation will be required to enforce it against a Cypriot party.

Certification (if executed in Cyprus) or notarisation and apostille/legalisation (if executed outside Cyprus) is advisable but is not required for purposes of enforcement.

Filing of Lease Assignment and Assumption Agreement

If an aircraft is registered in the Cypriot Register of Aircraft on the basis that it is leased to a qualified lessee pursuant to a lease of not less than six months, and the lessor assigns or novates its rights under such a lease to a new lessor, then the assignment or assumption/novation agreement needs to be filed with the DCA as evidence of the details of the new lessor.

Upon receipt, the DCA will issue a new Certificate of Registration of Aircraft which will show details of the new lessor.

Requirement for Government Applications or Consent

An aircraft and/or engine lease assignment and assumption/novation is not subject to any consent from any Cyprus government entity, nor are any government applications or consents required as a prerequisite to the execution and delivery of an aircraft and/or engine lease assignment and assumption/novation in relation to an aircraft registered in the Cyprus Aircraft Register.

There are no taxes or duties payable in respect of such assignment and assumption/novation agreement or as a consequence of an original copy being brought into Cyprus either physically or electronically.

Cyprus would not regard a transfer of ownership interests as tantamount to a transfer of the legal title to the aircraft (but probably as an assignment of beneficial interest). As long as the registered owner of the aircraft is the same, the transfer of the ownership interest owning the aircraft will not be taken into account.

Persons Who Can Deregister an Aircraft in Cyprus

A person who applied for registration of an aircraft (usually the owner or the operator/lessee) can deregister it from the Cyprus Aircraft Register.

A written application for deregistration (in the form of a letter) should be submitted to the DCA by the owner and/or aircraft operator as applicable.

Grounds for Deregistration

In accordance with Section 13 of the Cypriot Civil Aviation Laws, an aircraft is deleted from the Cyprus Aircraft Registry if and when:

• it loses its Cypriot nationality;
• it is completely destroyed;
• for a period of at least three months, it is presumed to have been lost; and
• it is dismantled.

Deregistration Requirements

Prior to deregistration, the following must be complied with:

• the Cyprus registration marks and fireproof registration plate must be removed from the
• aircraft;
• the Cyprus Mode “S” transponder coding must be deleted (as applicable);
• the 406 Mhz ELT code must be deleted (as applicable);
• the aircraft owner must give written permission for the deregistration of the aircraft; and
• the DCA must be notified of the identity of the new state of registration.

It is important to note where a registered mortgagee or other holder of registered rights over the aircraft (if any) have consented to the deregistration and exportation of the aircraft.

The above information must accompany the request for deregistration.

If registration of the aircraft was made by the aircraft owner/lessor, the latter can apply for deregistration of the aircraft from the Cyprus Aircraft Register without the lessee’s consent.

If registration was made by the lessee, deregistration by the lessor cannot occur without the lessee’s co-operation.

If the lessee refuses to co-operate (by failing to provide the original certificate of registration and/or to sign the necessary declaration for deregistration), the lessor may demand that the DCA order the aircraft’s deregistration on the grounds of lease termination. The lessor will rely on the applicable statutory provisions to ensure that the aircraft is deregistered if/when it loses its nationality, which happens if any of the conditions necessary for its registration (such as the existence of the lease) cease to exist.

The main document required for the deregistration of an aircraft is the original certificate of registration with a completed written declaration at the back. The declaration requests the cancellation of the registration of the aircraft and the reason for such action (such as the expiry and/or termination of the lease).

If the application for registration was made by the lessee, both the lessor and the lessee must sign the written declaration.

The deregistration process can be effected quickly depending on the time required for the satisfaction of the deregistration requirements set out above in 2.8.1 Deregistering Aircraft in This Jurisdiction.

However, obtaining an export certificate of airworthiness will depend on the availability of the DCA inspectors and the place of the aircraft at the time of the inspection.

The DCA does not provide advance assurances to an aircraft owner or lessor regarding the prompt deregistration of the aircraft.

There are no costs, fees or taxes chargeable in respect of the deregistration of an aircraft from the Cyprus Aircraft Register.

Recognition of Deregistration Powers of Attorney (DPOAs)

DPOAs are recognised in Cyprus. They are usually granted by the operator to the lessor and are generally effective in enabling the lessor to deregister the aircraft, as long as the operator co-operates with the process.

Formalities

If the DPOA is in a language other than Greek or English, a certified translation will be required to enforce it against a Cypriot party.

Certification (if executed in Cyprus) or notarisation and apostille/legalisation (if executed outside Cyprus) is required for purposes of filing with the DCA.

There is no specific required form for the document, but it is subject to a stamp duty fee of EUR6.

Prior Lodging

DPOAs cannot be lodged in advance with the DCA.

No additional documents are required to enforce a DPOA.

While the DPOA can be governed by a foreign law, it is advisable that it be governed by the law of the Republic of Cyprus.

The DPOA, given as security under the lease, cannot be revoked by the lessee/grantor as it is coupled with the interest of the lessor in the aircraft, and it cannot be terminated to the prejudice of such interest. Where a lessor’s interest in the aircraft ceases to exist, the DPOA will terminate by law if the lessee is adjudicated insolvent. 

Exportation Without the Lessee’s Consent

If there is no opposition from the lessee regarding the return of the aircraft and no exercise of detention rights by entities such as the Cypriot government, aerodrome operator, Eurocontrol or lien holder, there are typically no restrictions on the lessor’s ability to export the aircraft from Cyprus upon termination of the leasing agreement. In such circumstances, assuming no legal obstacles or conflicting agreements, the lessor should have the freedom to export the aircraft without any specific limitations.

If, however, the lessee opposes repossession/deregistration, the lessor may need to apply to the court for an injunction.

Exportation Without the Owner’s or Lessor’s Consent

If empowered by the mortgage deed, a mortgagee can procure the exportation of the aircraft without requiring consent of the mortgagor or lessor.

Steps at the Time of Negotiating the Lease or Mortgage

A DPOA should be issued in favour of the owner/lessor and of the mortgagee as a condition precedent to the lease.

Physical Location of the Asset

There is no need for the asset to be physically located in Cyprus at the time of deregistration, but it should be in Cyprus on exportation.

Export permits/licences are not issued in Cyprus.

There are no significant fees or taxes that are charged in respect of the exportation of an aircraft from Cyprus.

There are no significant practical issues that an aircraft owner/lessor should be aware of in respect of the deregistration of aircraft in Cyprus, provided the deregistration requirements set out in 2.8.1 Deregistering Aircraft in This Jurisdiction.

The primary piece of legislation that governs corporate insolvency matters in Cyprus is the Companies Law, Cap 113 (as amended), and is supplemented by the Companies (Winding-Up) Rules and the Civil Procedure Rules.

Winding-Up

In Cyprus, the principal methods for a Cypriot lessee’s winding-up are as follows.

Voluntary winding-up

This does not require any court involvement and may be commenced either by the members of the company or by its creditors depending on whether the company is solvent or not, respectively.

Members’ voluntary winding-up

This method is used when the company is solvent and can pay its debts in full within 12 months from the commencement of winding up. A liquidator is appointed by the shareholders to collect the company’s assets, pay off its debts and distribute any remaining assets among the shareholders.

Creditors’ voluntary winding-up

This type is chosen when the company is insolvent and cannot pay its debts in full. Separate meetings of the company’s shareholders and creditors are held. The appointment of the liquidator lies with the discretion of the creditors (should the nominees appointed by the shareholders and the creditors differ, the creditors’ choice shall prevail). The liquidator’s primary duty is to realise the company’s assets and distribute the proceeds among the creditors in accordance with the priority of their claims.

Compulsory winding-up by the court

A petition to demand the winding-up of the company may be filed by the company itself, by any contributor(s), by the official receiver or by any creditor(s), and it may be commenced, inter alia, where:

• the company has resolved by means of a special resolution that it should be wound up by the court;
• default is made in delivering the statutory report to the Registrar of Companies or in holding the statutory meeting;
• the company does not commence its business within a year from its incorporation or suspends its business for a whole year;
• the number of members, in the case of a private company, is reduced below one, or, in the case of any other company, below seven;
• the company is unable to pay its debts; and
• the court is of the opinion that it is just and equitable that the company should be wound up.

Voluntary winding-up subject to the supervision of the court

Court-supervised winding-up constitutes a combination of the voluntary and compulsory winding-up processes. Following the approval of a resolution for a voluntary winding-up, the court may make an order for the continuation of this procedure under its supervision. Where an order is made for winding up subject to supervision, the court may appoint an additional liquidator.

Examinership

A Cypriot company, creditor, shareholder or guarantor of any liabilities of the company may, upon petition to the court, obtain an order appointing an examiner to the company for the purpose of examining the state of the company’s affairs and restructuring its debts in order to help it survive as a going concern.

The purpose of examinership is to rescue an insolvent company if there is a reasonable chance of both the company and all or part of its business continuing as a going concern. During the examinership process, the company is allowed to trade while benefiting from court protection for a maximum period of six calendar months. A moratorium is initially imposed for four calendar months from the date the examinership application is submitted. If an examiner is appointed, they must develop proposals for a scheme of arrangement within the specified timeframe (which may be extended in order for the examiner to complete the report).

Examinership effectively places a company under the court’s protection while a court-appointed insolvency practitioner assesses the company’s affairs and puts together a restructuring proposal for a compromise or scheme of arrangement or both. 

Reconstruction/Schemes of Arrangement

Compromise or arrangement under Sections 198–201 of the Companies Law

Under Cypriot law, company restructurings can materialise in the form of compromises or arrangements either between the company and its creditors (or any class of them) or between the company and its members. Compromises or arrangements between the majority of a company’s creditors, if sanctioned by the court, can be imposed on all its creditors.

The court may make provision for all or any of the following matters:

• transfer to the transferee company of the undertaking, property or liabilities of the transferor company;
• appropriation by the transferee company of shares, debentures or policies;
• continuation by or against the transferee company or any legal proceedings; and
• dissolution without the winding-up of any transferor company.

Amalgamations or reconstructions under Section 270

Amalgamations or reconstructions under Section 270 of the Companies Law relate only to members’ voluntary winding-up, and enable the company to be reconstructed whereby the liquidator sells or transfers the whole or part of the business or assets of the transferor company to a transferee company in exchange for shares of the transferee company. The acquired shares are distributed among the members of the transferor company (who become shareholders thereof).

Receivership

In Cyprus, a receiver is typically appointed on the basis of a floating charge covering all the assets of the company up to the amount of the secured debt. The receiver and manager can be appointed over the assets on which the floating charge crystallises at the time of default. The main objective of appointing a receiver is to recover the secured creditor’s debt.

During the period in which a receiver is appointed, the directors’ inherent powers of management over the charged assets cease and the receiver is vested with powers to manage the charged assets.

The jurisdiction of the Cypriot courts in cross-border insolvency cases derives primarily from Council Regulation (EC) No 1346/2000 of 29 May 2000 on insolvency proceedings (the “Insolvency Regulation”).

In general, Cypriot courts would facilitate corporate insolvency proceedings or judgments with cross-border characteristics, provided that:

• said proceedings or judgments are not against public policy in Cyprus;
• they were taken in accordance with the law of the country of incorporation of the company; and
• there is no domestic law that prevents the recognition or enforcement thereof.

Cyprus has not adopted the UNCITRAL Model Law on Cross-Border Insolvency.

See 2.8.10 Revocation of a Deregistration Power of Attorney.

Effects of a Lessee’s Winding-Up

The general rule is that on commencement of voluntary winding-up, all activities of the company cease except where the continuance of its activities benefits the process of liquidation.

Where a lessee, who has possession of the aircraft, is under liquidation:

• the lease will be set aside;
• the lessor will not be prevented from repossessing the aircraft on termination of the lease, but it may be delayed (as approval of the liquidator and/or the court will need to be obtained);
• the aircraft will not be deemed part of the lessee’s property; and
• the liquidator will impose the rights of secured creditors in priority to the lessor’s if the lessor has any.

Effects of Examinership

While a company is placed under examinership, the company is under the court’s protection. No petition or resolution can be presented or passed for the company to be wound up, and no legal action can be taken against the company to recover any debt or to repossess goods in the company’s possession. The disposal of the assets or business of the company is not permitted, and the whole of the company’s undertaking must remain with the company.

Where a lessee, who has possession of the aircraft, is under examinership:

• the lease will not be set aside;
• the lessor will probably be prevented from repossessing the aircraft on termination of the lease;
• the aircraft will not be deemed part of the lessee’s property; and
• the liquidator will impose the rights of secured creditors in priority to the lessor’s if the lessor has any.

The main risks for a lender if a Cypriot borrower or guarantor becomes insolvent depend on whether the lender is a secured creditor. If not, they will rank pari passu with other creditors with the risk of recovering only a part of the debt.

Examinership triggers a moratorium during which an examiner evaluates the company’s viability and drafts a restructuring plan, which must be approved by the majority of members and creditors before being confirmed by the court. This process is done under the protection of the court. The debtor will be able to continue as a going concern and evade liquidation and receivership if the court approves the restructuring plan.

Please see 2.9.2 Overview of Relevant Types of Voluntary and Involuntary Restructurings, Reorganisations, Insolvencies and Receivership.

Ipso facto clauses, which allow a lessor to automatically terminate the lease in the event of insolvency of the lessee, are generally recognised in Cyprus and can form the basis on which an aircraft is repossessed during a lessee insolvency proceeding.

If a domestic lessee is wound up by the court:

• the aircraft will not be affected as it does not belong to the assets of the lessee;
• lease rentals will cease; and
• what will happen to the lease security deposit and the maintenance reserves (whether classified as reserves or supplemental rent), would depend upon whether they have been transferred to the lessor – if not, they will probably fall within the general pool of assets for distribution to creditors generally according to their ranking.

On 25 November 2022, the House of Representatives passed laws ratifying the Cape Town Convention and the Protocol. 

Cyprus’ instruments of accession to the Cape Town Convention and the Protocol were deposited with Unidroit on 20 July 2023.

Therefore, according to the procedure prescribed thereby, the Cape Town Convention and Protocol will enter into force on 1 November 2023.

The Republic of Cyprus has made:

• declarations under Articles 39(1)(a), 39(1)(b), 39(4), 40, 53 and 54(2) of the Cape Town Convention; and
• a declaration under Article XXX(1) in respect of/on the application of Article XIII of the Protocol.

Once the Cape Town Convention and Protocol come into force, Article XIII of the Protocol will apply domestically.

The procedure for submitting and recording the IDERA in the Cyprus Aircraft Register has not yet been determined.

This is not yet applicable for Cyprus (as the Cape Town Convention and the Protocol have not yet come into force).

Cyprus is not a party to:

• the Geneva Convention on the International Recognition of Rights in Aircraft; or
• the 1933 Rome Convention on the Unification of the Certain Rules relating to the Precautionary Arrest of Aircraft.

There are no restrictions on foreign lenders financing an aircraft locally or on borrowers using the loan proceeds provided that the lender is not carrying out the business of a credit or financial institution in Cyprus.

There are no exchange controls or government consents that would be material to any financing or repatriation of realisation proceeds under a loan, guarantee or security document.

Borrowers in Cyprus are permitted to grant security to foreign lenders.

A Cypriot company is permitted to guarantee the obligations of a third party in favour of lenders provided this is not prohibited by its memorandum of association – ie, the Cypriot guarantor must have the corporate power to do so.

Downstream, upstream and/or cross-stream guarantees are all permitted in Cyprus as long as they are within the Cypriot guarantor’s corporate powers.

Consideration is also required. According to Cypriot contract law, anything done, or any promise made, for the benefit of the principal debtor may be a sufficient consideration to the guarantor for giving the guarantee.

In the absence of a clear corporate power, the corporate guarantor must show that it will receive a corporate benefit in the provision of the guarantee and that it serves its commercial and business interests.

Share security by way of a statutory pledge of the share certificates representing all issued shares of a Cypriot borrower (pursuant to the provisions of the Cyprus Contract Law, Cap 149), and by an equitable charge and/or mortgage over said shares (under equitable principles), is common and one of the most effective forms of security as it provides for out-of-court enforcement through pre-delivered deliverables.

A negative pledge is recognised under Cypriot law as an undertaking not to perform specific actions.

No material restrictions or requirements imposed on intercreditor agreements (which are usually governed by English or New York law) exist under Cypriot law.

The concept of agency and the role of an agent under a syndicated loan are recognised in Cyprus.

There are no prohibited methods of debt subordination in Cyprus.

One of the most common methods in lending transactions is the contractual subordination, which is usually achieved through an agreement between the senior lender, junior lender and borrower. Another method of debt subordination is through structural subordination where the priority of debts is structured; however, these arrangements must be carefully structured so that they will not be deemed ineffective by the fraudulent preference provisions of the Companies Law Cap 113.

The transfer or assignment of all or part of an outstanding debt under an English or New York law-governed loan is both permissible and recognised in Cyprus.

In April 2019, Cypriot legislation was passed implementing the provisions of the EU Anti-Tax Avoidance Directive (ATAD). The provisions of said law became effective as of 1 January 2019 (ie, from the tax year 2019 onwards) and it introduced, inter alia, interest limitation rules.

The most common forms of security granted in aircraft finance transactions involving Cypriot companies are:

• assignments of insurances/reinsurances;
• mortgages over the aircraft;
• fixed or floating charges (usually over bank accounts) – charges are the most common type of security and give the chargee a right over the asset and the relevant proceeds to recover the secured obligations; and
• shares pledge.

Under Cypriot law, an aircraft or aircraft engine may constitute security for a debt or other obligation and, as far as is known, there are no restrictions on the types of security that can be taken.

However, a prospective security holder might be limited as to what security they can have over an aircraft if there are earlier contractual rights or some security-granting limitations established by the company’s articles of association.

The concept of a trust and the role of a security trustee are both recognised in Cyprus.

A borrower can assign to a security trustee pursuant to a security assignment or to a mortgage its rights to the aircraft or under an aircraft lease (including in relation to insurances).

It is possible for a lessor to only assign its rights and benefits under an aircraft lease without assigning its corresponding obligations. This typically occurs in security assignments granted by the lessor to the lender/security trustee.

A security assignment or a guarantee governed by English or New York law will be fully enforceable in Cyprus subject to and pursuant to the Rome I Regulation, and none need be governed by Cypriot law.

Mandatory Terms

There are no mandatory terms under Cypriot law required to create and perfect a security assignment.

Registration Requirement

The security assignment, as well as any subsequent amendment thereto or assignment thereof, will require registration with the Registrar of Companies if the assignor is a company incorporated:

• in Cyprus;
• outside Cyprus and which has an established place of business in Cyprus; or
• outside Cyprus and which transferred its registered office (ie, was redomiciled) to Cyprus.

Consequences of Non-registration

If registration under the second point above is not effected within the time prescribed by law (or the applicable extension), the assignment will be void against the liquidator or any creditor of the company.

Translation and Certification

If the assignment is in a language other than Greek or English, a certified translation will be required to enforce it against a Cypriot party. Certification (if executed in Cyprus) or notarisation and apostille/legalisation (if executed outside Cyprus) is advisable but is not required for purposes of enforcement.

Where a security assignment governed by English or New York law is taken in respect of an aircraft registered in Cyprus, no Cypriot law security instrument is required.

If the assignor is a company incorporated as per the points listed in 3.2.7 Formalities/Mandatory Terms to Create and Perfect Security Assignments, an English or New York law-governed security assignment or a domestic law security instrument which falls under Section 90 of the Companies Law Cap 113 (as amended), as well as any subsequent amendment thereto or assignment thereof, will require registration with the Registrar of Companies.

If said assignment or security instrument relates to an aircraft which is registered in the Cyprus Aircraft Register, it may also be entered in the Register. Such a notation is not mandatory.

The transfer of security interests over an aircraft is recognised in Cyprus.

If the identity of the secured parties under a security assignment changes after its execution, the security interests are not jeopardised, provided the security assignment is in favour of a security trustee and contemplates that the secured parties may change from time to time.

As per 3.2.3 Trust/Trustee Concepts, since trust structures are recognised in Cyprus (and used for holding security in a secured syndicated facility), parallel debt provisions are not typically used.

Under said trust structures, the security trustee has an independent right to the secured debt.

A secured party under a security assignment would not be deemed to be resident, domiciled, carrying on business or subject to any taxes by reason of its being a party to, or of its enforcement of, such security assignment.

In Cyprus, the mortgage does not have to be in either of the official languages (Greek or Turkish); however, for the purpose of any proceedings in a Cypriot court, a certified translation will be required. No witnessing, notarisation or legalisation is necessary to perfect it.

As regards registration, there is no separate register of mortgages or rights over aircraft/engines.

However, mortgages and rights over aircraft registered in the Aircraft Register may also be entered therein.

There is no difference between the form of security (or perfection) taken over an aircraft and that taken over spare engines.

The most common form of security that would typically be used over a bank account in Cyprus is a charge which, according to the degree of control exercised by the secured party over the charged asset, can be characterised as a fixed or floating charge. If the secured party exerts too little control over the asset, the charge is a floating one. If, on the other hand, the relevant account is blocked and the chargor is prevented from operating it without the consent of the charge, the charge is a fixed one.

Permissible Liens Over Aircraft/Engine in Cyprus

Cypriot law recognises the following aircraft liens:

• possessory lien;
• contractual lien;
• seller’s lien; and
• salvage lien. 

Statutory Rights of Detention of Aircraft

As well as aircraft liens, there are various rights of detention exercisable over aircraft, for which please see 2.4.6 Priority of Third Parties’ Rights.

What Does the Possessory Lien Cover?

An aircraft possessory lien is a particular lien relating to the specific aircraft (or parts) in question, since there is no general lien for repairs at common law. Thus, the aircraft cannot be retained for all debts due to the repairer, but only for the cost of unpaid repairs to the specific aircraft in question. If a person has in their lawful and continuous possession an aircraft on which they have bestowed labour or skill, enhancing the aircraft’s value, that person will have a lien on the aircraft to the extent it remains unpaid for such labour or skill.

Fleet Lien

A fleet lien is not recognised under Cypriot law.

Enforcing the Lien

A lien will give a creditor a right to retain the aircraft until payment, but not, generally, to sell it without judicial intervention.

Discharge of Liens

As liens are not capable of registration in the Aircraft Register or the Companies Register of Charges, nothing needs to be done in either Register.

In practice, an aircraft lien will be discharged once the aircraft is released from the custody of the creditor/lien holder.

Discharge of Mortgage

From the Companies Registry

The procedure for discharge of a mortgage from the Register of Charges kept at the Companies Registry is as follows:

• upon payment of all moneys secured and discharge of all the obligations of the mortgagor under the mortgage, and execution of the deed of release/discharge agreement (or simple letter addressed to the Companies Registry setting out details of the mortgage that has been executed, registered and discharged), a copy of thereof needs to be sent to the company’s lawyer;
• a prescribed form (Form HE28) of notification of the release of the mortgage needs to be completed and signed by a director and a secretary or by two directors of the Cypriot company in the presence of the registrar of the District Court of its registered office;
• said form must then be filed with the Companies Registry along with a copy of the release letter.

There is no time limit on when Form HE28 should be filed in respect of a release or discharge of a mortgage, and it does not have an impact on the effectiveness of the release.

The discharge is effected upon submission of Form HE28 verifying the satisfaction of the mortgaged debt.

The filing of Form HE28 in respect of such discharge will appear on the Cypriot companies electronic searches website within a number of weeks of filing.

From the Aircraft Register

The entry of the mortgage in the Aircraft Register will be removed therefrom:

• upon deletion of the aircraft from the Aircraft Register with the mortgagee’s consent; and
• upon written request to the DCA of the mortgagee or its representatives.

In Cyprus, there is no distinct register specifically dedicated to mortgages or rights over aircraft or engines. However, it is possible to record mortgages and rights over aircraft by entering them in the Aircraft Register. This means that the registration of mortgages and rights can be done within the existing framework of the Aircraft Register.

The notation has no legal effect.

No information is available on this topic.

In order to verify whether any registered mortgage or other charge on the aircraft which is registrable under Section 90 of the Companies Law was entered in the Register of Charges against a Cypriot chargor, a potential purchaser could carry out an electronic search against said chargor at the ROC.

If the charge does not fall under Section 90 (either because it is not in the list of registrable charges or because the chargor does not fall within the prescribed category), a potential purchaser could carry out a search of the Aircraft Register to check whether any mortgage or other rights over the aircraft were entered in the Aircraft Register pursuant to Section 10(2) of the Civil Aviation Laws.

A potential purchaser will not, however, be in a position to know whether any liens were created against the aircraft.

Enforcement in Cyprus of a loan, guarantee or security assignment will depend on the terms of each such instrument. The conditions for enforcing an enforcement right (including the specific circumstances that trigger enforcement and the methods of enforcement) are typically clearly stated therein and must be adhered to.

If, under a security assignment, security is granted to a security trustee by a lessor in respect of its rights under a lease, the security trustee may enforce its rights under the security assignment pursuant only to a notice and acknowledgement executed by that lessor and the relevant lessee, respectively.

Cypriot courts will uphold:

• a foreign law as the governing law of a finance or security document pursuant and subject to the Rome I Regulation; and
• the submission to a foreign jurisdiction pursuant and subject to the Brussels Recast Regulation.

Please see 2.6.6 Domestic Courts’ Recognition of Foreign Judgments/Awards.

Upon an event of default, the mortgagee may peacefully take physical possession of the aircraft, provided that this has been stipulated for in the mortgage or the mortgagor has otherwise so agreed.

However, if the mortgagor opposes repossession or there is uncertainty as to whether an event of default has occurred, the mortgagee may need to proceed by way of court order.

For discussion of the Admiralty Court, please see 2.6.3 Specific Courts for Aviation Disputes.

Please see 2.6.4 Summary Judgment or Other Relief.

A secured party under a security agreement/aircraft mortgage can obtain a judgment in Cyprus in a foreign currency provided the mortgage debt was expressed in that currency.

A secured party is not required to pay taxes or fees in connection with the enforcement of a security agreement/aircraft mortgage in Cyprus.

There are no other relevant issues at present.