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Re- Domiciliation of Companies

The Cyprus Companies Law.Cap.113 has been amended to allow the transfer of a corporate seat both to and out of Cyprus, a process known as re-domiciliation of companies. LAW 124 Under (i) 2006 enacted on 28 th July 2006, a foreign company may transfer its domiciliation and Cyprus to continue its operations under the laws of the Republic of Cyprus.

Similarly, the law on re-domiciliation allows a Cyprus company to transfer its seat of incorporation to other jurisdictions provided that the legal regime of the target jurisdictions allows for this possibility. Whereas existing business of a foreign company may continue without interruption in its operation as Cyprus company since the first company is not dissolved but simply “moves” to Cyprus.

In the case of existing companies, they may now change their seat of incorporation to Cyprus as mentioned above without going through liquidation and recontributing in the current jurisdiction leaving it no longer necessary to pack up their activities and restart under a new company shell.

A major advantage for foreign companies is that they may now benefit from the Cypriot corporate low tax regime.

Steps and Procedures

  • For a foreign company to re-domicile to Cyprus, the company must be registered in a country permitting re-domiciliation.
  • The foreign company must inevitably apply to the Cyprus Registrar of Companies to be registered in Cyprus as a “continuing company” pursuant to the provisions of Companies Law Cap. 113.
  • The foreign company’s Memorandum and Articles of Association must provide the ability to re-domicile the company.
  • The foreign company must appoint an authorized local (within Cyprus) representative to manage the re-domiciliation process.
  • The authorized representative shall prepare an application for re-domiciliation and file all appropriate supporting documentation.
  • A small governmental fee is paid with the submission of the application form.
  • The authorized representatives filed an affidavit declaring that the provisions of the Cypriot Companies Law had been fulfilled and that the applicant company had no criminal prosecutions and is currently in good standing.
  • If approved, the foreign company obtains a temporary registration certificate and is, at that time, able to continue its business activities subject to Cypriot Company and Tax legislation.
  • A Permanent Registration Certificate follows thereafter.

For the re-domiciliation to take place, the following documents are required:

Information required

  • Name and registration number of the Overseas company
  • Suggested continuing name;
  • Jurisdiction or country where the overseas company has been incorporated;
  • Date of incorporation;
  • Nature of company’s activities;
  • Authorized capital.

Documents required

  • Copy of a revise Certificate of Incorporation;
  • The resolution or any other relevant document of the overseas company authorizing the overseas company to register as a continuing company in the Republic;
  • Certificate of Good or other documents from the relevant authority of the jurisdiction of the jurisdiction or country where the overseas company has been incorporated;
  • Sworn affidavit accompanied by a receipt of such an official notification by an authorized representative of the overseas company confirming the following:
  1. The name of the overseas company and the name under which it will continue to exist in the Republic;
  2. The procedure under which the overseas company has been incorporated;
  3. The resolution or relevant document deciding that the overseas company will be incorporated as continuing in the Republic;
  4. That the overseas company has given a notification to the relevant authority in the country of incorporation of that intention to be registered as continuing in the Republic;
  • Affidavit of solvency;
  • List of current members of the Overseas Company;
  • List of directors of the Overseas Company;
  • The provisions of section 354c (1) (h) are satisfied;

Requirements

  • Documents that the application is permitted under the laws of the country in which the overseas company has been registered;
  • Document that the consent of such shareholders, creditors and / or bondholders and employees as required by the laws of the country of incorporation has been obtained
  • Official Consent from the relevant authority of the country of incorporation for the continuation of the Republic as applicable.
  • Statement by a director of the company in accordance with section 354c (1) (d);
  • Statement in lieu of prospectus or corresponding document for public companies according to Section 354 D (2).

International Division