As of 28 July 2006, the Cyprus Companies Law, Cap. 113 (the “Law”), pursuant to the amending law 124(I)/2006, allows for the re-domiciliation of overseas companies in and out of the Republic of Cyprus.

Re-domiciliation is an out-of-court process, allowing for a company to re-domicile in the Republic of Cyprus or out of the Republic of Cyprus, while maintaining its legal identity and allowing its activities to remain unaffected, as this process does not involve the dissolution of the said company.

A. Re-domiciliation in the Republic of Cyprus

Very often overseas companies decide to re-domicile in the Republic of Cyprus in order to benefit from the attractive tax regime and from the several tax treaties that the Republic of Cyprus is a party of.

Suitability for Re-domiciliation in the Republic of Cyprus

Pursuant to Article 354B of the Law, for an overseas company to re-domicile in the Republic of Cyprus, it is imperativethat the legislation of the jurisdiction the overseas company has its seat in allows for such a re-domiciliation and that the company’s constitutional documents permit its continuation under the legal system of another approved jurisdiction, otherwise the constitutional documents of the overseas company have to be amended accordingly.

Licensed Activities

If the overseas company carries out a licensed activity in the overseas jurisdiction, it will need to satisfy local licensing criteria for the relevant activity in the Republic of Cyprus, additionally, the overseas company will be bound to submit to the Registrar of Companies the official consent of its registration as continuing in the Republic of Cyprus, which shall be granted by the competent authority granting the abovementioned license, or from an authorizing body of the country, or the jurisdiction of incorporation or registration of the company.

Application for Re-domiciliation

As a first step, the overseas company must secure a name of its choosing, noting that this name, save as explicitly provided in the Law, it must include the word “Limited” or “Ltd” in the end.

Following the name approval, the form ME1 is submitted to the Registrar of Companies by the lawyer or law firm entrusted with the representation of the company in the Republic of Cyprus, accompanied by the documents listed in Article 354C of the Law, namely:

  1. Resolution or equivalent document of the overseas company which authorizes it to be registered as continuing in the Republic of Cyprus.
  2. Copy of the revised constitutional documents of the overseas company.
  3. Certificate of good standing or an equivalent document issued by the competent authority of the country or jurisdiction in which the overseas company was incorporated.
  4. Sworn affidavit by a director of the overseas company duly authorized by the board of directors or an equivalent administrative body or by a person to whom the management or the representation of the overseas company has been assigned, confirming:
    1. the name of the overseas company and the name under which it will continue to exist.
    2. the jurisdiction under which the overseas company has been incorporated.
    3. the date of incorporation of the overseas company.
    4. the resolution or the equivalent document deciding that the overseas company will be incorporated as continuing in the Republic of Cyprus.
    5. that the overseas company has given official notice to the relevant authority in the country of incorporation of its intention to be registered as continuing in the Republic of Cyprus, the sworn affidavit must be accompanied by a receipt of such official notification.
    6. that no administrative or criminal proceedings have been commenced against the overseas company for the contravention of the laws of the country or the jurisdiction in which it has been incorporated.
  5. Sworn affidavit by a director of the overseas company confirming the solvency of the overseas company.
  6. List of the directors of the overseas company and of the secretary of the company if any, and of the persons to whom the administration and or the representation of the company has been assigned to when the overseas company has no directors or secretary.
  7. List of the current members of the overseas company certified in such a way that the Registrar may possibly demand and in such a way that will be acceptable to the Registrar as sufficient conformity with the requirements of this Law in relation to the list of the members of the overseas company.
  8. Such documents as the Registrar of Companies may determine depending on the circumstances.

Temporary Certificate of Continuation and Certificate of Continuation

Provided that the Registrar of Companies is satisfied that the application and the supporting documents submitted with it are in accordance with the Companies Law, then the overseas company is provisionally registered as continuing in the Republic of Cyprus from the date of registration and, a temporary certificate of continuation is issued, while the re-domiciliation is published at the Official Gazette of the Republic of Cyprus.

From the date of the issuance of the temporary certificate the company is considered to be a legal entity incorporated pursuant to the Law, becomes subject to all obligations of a Cyprus Company under the Law, and is able to exercise all the powers of a company duly registered and incorporated in the Republic of Cyprus.

Within a period of six months from the date of the issuance of the temporary certificate of continuation, the overseas company shall submit evidence to the Registrar of Companies from the competent authority of the jurisdiction of itsoriginal incorporation, that it has ceased to be a company registered in the jurisdiction that it was originally incorporated.

B. Re-domiciliation out of the Republic of Cyprus

A company incorporated in the Republic of Cyprus may re-domicile outside of the Republic of Cyprus in order to continue operating under the new jurisdiction’s legal regime, without being dissolved, ensuring the continuance of its legal identity.

Suitability for Re-domiciliation outside of the Republic of Cyprus

 In order for a re-domiciliation to be implemented it is necessary for the national legislation of the chosen overseas jurisdiction to allow for such a re-domiciliation and, that the constitutional documents of the company enable it to continue under any other jurisdiction’s legal regime.

Subject to the above, and provided that the consent of the Registrar of Companies has been granted in advance, the company can then submit an application to the competent authority of the jurisdiction that it chose to be registered in order to continue operating under the legal regime of that jurisdiction.

Application for Re-domiciliation outside of the Republic of Cyprus

For the consent of the Registrar of Companies to be granted in relation to the continuation of the company in another jurisdiction the company submits the form ME2, together with, inter alia, the following supporting documents:

  1. an approved special resolution of the company’s shareholders, authorizing the application and approving the company’s interim statements.
  2. the certified and approved interim statements.
  3. documents from competent authorities certifying that the company does not owe taxes and duties.
  4. the approval / consent of the competent licensing or supervisory authority in case the company is licensed or supervised by a competent authority in the Republic of Cyprus.
  5. the stock market’s consent, in case the company is public and its shares are listed on a stock exchange.
  6. the consent of the Cyprus Securities and Exchange Commission, if applicable.
  7. a prospectus or any other equivalent document for public companies.

In addition to the above, the company is required by the Law to proceed with the publication of the notice of the special resolution in two daily newspapers of wide circulation in the Republic of Cyprus and to send a copy of the publication to the Registrar of Companies within fourteen days from the publication.

Following the expiration of a three-month period from the date of publication of the notice of the special resolution and, providing that no objection has been raised, the Registrar of Companies issues the certificate of consent for the continuation of the company under the national legislation of another jurisdiction.

Following the above, a certificate of continuation has to be issued by the competent authority of the jurisdiction the company will re-domicile to, the company shall immediately deliver to the Registrar of Companies a copy of the certificate of continuation and, consequently the company shall cease to be a registered company in the Republic of Cyprus from the date that its continuation in the other approved jurisdiction is placed in force, the Registrar of Companies shall strike off the name of the company from the register and it shall issue a certificate of striking off.

For further information or advice contact our team at info@papakyriacoulaw.com