In which language must a prospectus be written in Cyprus, and who is liable for it?

The exam material bases the language rules on CySEC's 2016 directive (RAD 270/2016). It treats Greek as the accepted language and, where Cyprus is home and the offer or listing takes place in Cyprus, allows English only where the securities are not offered to the public anywhere in the EU and the issuer's registered office is outside Cyprus. CySEC repealed it on 14 February 2025, replacing it with Directive DI 73-2009-05, which applies Article 27 of the Regulation. Since then CySEC accepts the following. Cyprus-only offer or admission, Cyprus home: Greek, or English with the summary also in Greek. Cyprus home, cross-border or only abroad: Greek or English, with the summary for Cyprus in Greek. Cyprus host: Greek or English, with a Greek summary. Individual issue summaries: Greek. Wholesale non-equity admissions: Greek or English.

Under the Regulation, since 4 December 2024, for an offer or admission in several Member States, or only outside the home State, the issuer may use a language accepted by the home authority (where relevant) and by each host authority, or a language customary in international finance, in practice English. Greek alone therefore suits an offer made only in another Member State only if that host accepts Greek. Since 5 June 2026 the issuer may also choose English for an offer only in the home State, unless that State opts out and insists on its accepted language; whether Cyprus has opted out had not been confirmed when this note was reviewed, though CySEC's directive already accepts English with a Greek summary. Apart from such an opt-out, only the summary can be required in a local language.

Sections 20 to 24 of Law 114(I)/2005 on prospectus liability still apply. The offeror or the person seeking admission signs, through its legal representatives if it is a legal person. A legal-person offeror or applicant also needs the personal signatures of at least three executive members of its board and, in any event, of the chairman and the managing director or directors. The persons named as responsible for the information sign too. The exam material places the three executive directors on the issuer's board and asks the chairman and managing director(s) to sign only when someone seeks admission to trading. Section 20, unchanged since 2005, applies all these signatures to any legal-person offeror or applicant, for offers and admissions alike, and means the board of the offeror or applicant, usually but not always the issuer.

Signatories answer for the prospectus's accuracy, completeness, clarity and currency. They declare their responsibility, must use due care, and are jointly and severally liable to investors for losses caused by inaccuracies or omissions. In a damages claim the signatories must prove that the prospectus was accurate, complete, clear and up to date, or that they were not at fault. The summary alone, or its translation, creates no civil liability unless, read with the other parts, it is misleading, inaccurate or inconsistent, or fails to give the key information investors need. The exam material mentions only the first ground; section 21 of Law 114 contains both, and so does Article 11(2) of the Regulation. Claims against the signing directors and named responsible persons expire two years after the securities were distributed or admitted to trading, except against anyone who acted fraudulently (the exam material's 'malicious intention').

If no signatory is the issuer, the issuer must, on request, supply the information the prospectus needs, at the requester's expense, and may publish a written view on it.

Law 114 requires an underwriter in every public offer made in Cyprus, responsible at least for collecting the price paid. It keeps investors' money safe and releases it to the offeror no earlier than when the securities are allotted. For every public offer and every first admission to a regulated market, an underwriter responsible for drafting also helps prepare and signs the prospectus. It must use due care and, unless not at fault, is liable to investors who relied on a flawed prospectus for the price fall when the flaws emerge. It is presumed blameless, subject to proof otherwise, where independent lawyers and auditors carried out a proper legal and financial due diligence on its instructions. Several drafting underwriters are jointly and severally liable, and claims against them expire after one year, except for fraud.

Anyone who professionally issues certificates or reports on which the prospectus is based, or that are prepared for it, must use due care. If the prospectus mentions them, the author is liable to investors for losses caused by their defects where at fault, again with a one-year limit except for fraud.

Under Article 18 of the Regulation, the home authority (CySEC where Cyprus is home) may allow information to be left out if disclosing it would be contrary to the public interest; would do serious damage to the issuer or any guarantor, provided leaving it out would not mislead the public on facts essential for an informed assessment; or if it is of minor importance and would not affect the assessment. The authority reports these omissions to ESMA every year.