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REDOMICILIATION OF FOREIGN COMPANIES TO CYPRUS


What is redomiciliation? A foreign company can transfer its registered office to another jurisdiction (country) and continue its operations without winding up the company in its current jurisdiction.

Redomiciliation can only be performed if both related jurisdictions recognize the specific concept. This is outlined in the Companies Law of each country. In Cyprus, the redomiciliation of a foreign company is regulated by the Companies Law, Cap.113, 124(I) of 2006.

 

Why redomicile to Cyprus

  • Relocation to an EU jurisdiction
  • Gateway to EU and regional markets (South East Europe and the Middle East) and preferential access to high-growth markets with which Cyprus has established business ties (Eastern Europe)
  • Favourable tax and regulatory regime (Cyprus has one of the lowest corporate rates in EU - 12,5%)
  • Extensive network of double tax treaties
  • Established business center with a strong track record of successfully servicing international clients
  • Highly skilled and multilingual service providers with international experience
  • Excellent infrastructure and attractive corporate environment enabling a proper presence at low cost
 

Procedure for the redomiciliation

A foreign company registered in a jurisdiction which allows redomiciliation and whose Memorandum and Articles of Association provides the possibility for redomiciliation, may apply to the Registrar of Companies in Cyprus to be registered in Cyprus as a ‘continuing company’, pursuant to the provisions of the Cyprus Companies Law.

Companies which offer licensed activities under certain provisions of the law in their jurisdiction and for which similar licenses are required in Cyprus, must acquire relevant consent for their redomiciliation by the relevant Authority of their country.

The application to be filed with the Registrar of Companies must be accompanied by a number of documents, including:

  • Application of foreign companies
  • Affidavit statement by an authorized representative
  • The Memorandum and Articles of Association of the company
  • A Certificate of Good Standing or equivalent document
  • A list of the current members and directors of the company

Once the Registrar is satisfied that the documents provided comply with Cyprus Law, it will issue a temporary certificate of continuation. This certificate confirms that the company has redomiciled to Cyprus and can continue its business activities in line with the laws of Cyprus.

From the day of issuance of the temporary certificate of continuation the foreign company:

  • is considered as a legal entity domiciled according to Cyprus law
  • must register with local tax authorities
  • has the same liabilities and is eligible to exercise all powers that registered companies have according to Cyprus law
  • its constituent document of amendment is considered as the memorandum of the company and where applicable as its Articles of Association

It should be noted that the registration of the foreign company is not lawful and is void if it is done for the purpose of establishing a new legal entity, damaging or affecting the continuance of the foreign company as a legal body, affecting the property of the foreign company and the way this company will maintain its assets, rights and obligations – rendering ineffective any legal or other procedures filed or to be filed against the foreign company or acquitting or prohibiting from any conviction, judgment, opinion, debt, order or liability against the foreign company or its officials or shareholders.

Within six months from the issue of the temporary certificate of continuation, the company must present the Registrar with evidence from a relevant Authority that the company is struck off from the public register of the jurisdiction of its incorporation.

Once the Registrar is satisfied that the overseas company is no longer registered in its original incorporation jurisdiction, it will issue a certificate of continuation which confirms that the company is registered as a ‘continuing company’ in Cyprus.