Re-domiciliation of Foreign Companies to Cyprus

Foreign companies which are incorporated and they are currently operating in a different jurisdiction can transfer their seat to Cyprus and at the same time companies established in Cyprus can relocate their seat abroad as per the provisions of the Companies Law, CAP 113. Following the re-domiciliation, foreign companies that redomicile their seat to Cyprus can continue to exist and operate under the laws of Cyprus and cease to exist under the jurisdiction of incorporation.

Foreign companies can redomicile for various reasons including among other to take advantage of the Cyprus favorable tax regime. Foreign companies that choose to domicile to Cyprus can continue their operations without the need of winding up their business as they can continue their activities without any interruptions and hence without the need of having further administrative and operative expenses.

Procedure

A foreign company can re-domicile its seat to Cyprus provided that the national legislation of the overseas jurisdiction allows the transfer of its seat to another jurisdiction. Another perquisite for the re-domiciliation of a company is for the company’s Memorandum and Articles of Association of the company to provide for the re-domiciliation.

Required Documentation

The following documents must be submitted with the Cyprus Registrar of Companies together with the application:-

A resolution or an equivalent document permitting the foreign company to be re-domiciled in Cyprus
Copy of the constitutional documents of the foreign company
Certificate of good standing
An affidavit from a Director of the foreign company or from any other person that has been duly empowered from the Board of the foreign company confirming that:
The current name of the foreign company and the name under which it will continue in existence in Cyprus;
The jurisdiction where the foreign company is incorporated;
The date of incorporation of the foreign company;
The resolution or other legally equivalent document permitting the re-domiciliation of the foreign company to Cyprus;
That the foreign company has officially notified the authorities of its country of incorporation of its decision to be re-domiciled to Cyprus. A copy of this official notification must be attached.
That no administrative or criminal proceedings have been initiated against the foreign company for infringement of any laws in its country of incorporation;
An affidavit from a Director of the foreign company confirming the solvency of the foreign company and that they are not aware of any facts that may negatively affect the solvency of the company within the period of 12 months from the date of the said application.
List of the Directors and Secretary of the foreign company or of the people that may have been assigned with the administration and/or representation of the foreign company as the case may be.
A certified list of the shareholders of the foreign company.

Such other documents as the Cyprus Registrar of Companies may deem necessary in order to be satisfied that (a) the jurisdiction where the foreign company is incorporated permits such an application for re-domiciliation and (b) the consent for the re-domiciliation has been granted by such number of members, employees and/or creditors as required by the laws of the country of incorporation of the foreign company.

Issuance of the Certificate of Continuation

Following the submission of the application, if the Registrar of Companies is satisfied with the application it will issue the certificate of temporary registration of the company to Cyprus stating that the company is temporarily registered as a continued company in Cyprus. Thereafter, the company must within six months from the issuance of the certificate to submit with the Cyprus Registrar of Company documentation evidencing that the company has been de-registered from the registrar of the country that was originally incorporated. Following this, the Registrar of Companies will issue the Certificate of Continuation stating that the company has been registered in Cyprus as a continuing company in accordance with the provisions of the Companies Law, CAP 113.

How MCP can help?

Advise the company whether it can re-domicile its seat to Cyprus;
Prepare the application and relevant documentation required for the re-domiciliation of the company and submit these with the Registrar of Companies;
Liaise with the Registrar of Companies and monitor the progress of the application;
Translate any require documentation from English to Greek language;
Visit the court with the director of the company in order to swear the relevant affidavits.