Re-domiciliation of Foreign Companies to Cyprus

Many jurisdictions allow companies to change their jurisdiction of incorporation and the process is known as “re-domiciliation” with the important advantage that the business operations of the company continue without any interruption and the administration costs are kept to the minimum. The alternative to re-domiciliation is the liquidation of the company and transfer assets and liabilities to the newly incorporated company in the new jurisdiction. This restructure may cause tax and other implications in the country of origin.

Cyprus is included amongst the jurisdictions which allow the re-domiciliation in and out of Cyprus. The Companies Law Cap 113 allows a foreign company to be re-domiciled in Cyprus and Cyprus registered companies to be re-domiciled abroad. The re-domiciliation can be approved only if the Memorandum of the Company specifically provides for this.

The procedure

The procedure is really very simple and expedient and is summarized as follows

• The company needs to appoint a local approved representative to deal with the re-domiciliation process in Cyprus
• Application have to be made to the Registrar of Companies for the approval of the Company’s name
• An application must be submitted by the foreign company (form ME 1) to the Registrar of Cyprus Companies together with the following documents:
  • The Resolution of the foreign company approving the continuation of the foreign company as a continued legal body in Cyprus
  • A copy of the memorandum and articles of Association of the foreign company in accordance with the provisions of the Cyprus companies law.
  • A certificate of good standing, or other similar document as the case may be, issued by the appropriate authority in the country of incorporation in original form duly certified and apostilled. The document should be translated in Greek by filing an affidavit at the district court, which should then be submitted to the Registrar of companies.
  • A sworn affidavit by the director of the foreign company or the approved representative confirming the following:
    • The current company name of the foreign company and the name under which it will continue its existence in Cyprus
    • The country or jurisdiction where the foreign company is registered
    • Date of registration of the foreign company
    • That the foreign company duly notified the relevant authority of its jurisdiction of its decision to be re-domiciled in Cyprus. Proof of such official notice should be provided with the affidavit.
    • The resolution authorizing the registration and continuation of the existence of the foreign company in Cyprus
    • No criminal or administrative proceedings are pending against the foreign company with respect to the infringement of the laws of the country where it was incorporated
    • A sworn affidavit by the director of the foreign company, confirming the solvency of the company and that he is not aware of any matters which may negatively affect the solvency of the company within a period of twelve months as from the day of the application. The director of the foreign company which will swear the affidavit without being aware of facts of which he should have been aware of in order to justify the affidavit, will be guilty of an offence punishable with one year’s imprisonment or a fine not more than cyp 20.000 (euro 34.172).
  • Payment of government fees for the Forms ME 1 and ME A
  • Certificate of directors, secretary and shareholders

For directors, secretary and shareholder should provide details of name, profession, business activity, passport or ID number or incorporation number, date of registration, citizenship / country of incorporation, address

• Any other document as may be requested by the Cyprus Registrar of companies
• Once the application and its application documents are approved by the Registrar of Companies, the foreign company will obtain a temporary certificate of continuity and will be able to continue its operations subject to the Cyprus Law

Public companies in addition to the above listed documents must also submit the following:

• If the foreign company has offered its shares or bonds to the public, the most recent invitation
• if the foreign company is a company which has its shares listed at a recognized stock exchange, it must provide the Registrar of Cyprus Companies with the consent of the relevant authorities of this stock exchange in continuing in Cyprus
• Register of the existing members of the foreign company duly certified as it may be requested by the Registrar of companies

Companies with licensed activities

• Company which carry out licensed activities regulated by legislation in the country of origin and for which similar license is required in Cyprus, should provide the Registrar of Companies with an official permit form the relevant authority in the country of origin.
• A foreign company which undertakes an activity, for which a license is required in Cyprus, should obtain such a license in accordance with the Cyprus Laws and before it commences carrying out its business activities.   Such companies include Financial Services, Banking institutions and Insurance Companies.

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