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REDOMICILIATION

Transferring a company’s “seat” of incorporation to the Republic of Cyprus

Redomiciling a company’s seat of incorporation to the Republic of Cyprus offers businesses with an abundance of opportunities, given the island’s long established development as a significant business and financial hub and an ideal investment gateway to the European Union. Cyprus offers significant tax and other benefits, including a simplified and transparent tax regime, an importantly low-level corporate tax rate, and an extensive network of Double Tax Treaties. For a deeper insight into the reasons for choosing Cyprus as your business’ seat of incorporation, visit our Cyprus at a Glance section found on the side menu.

Eligibility for Redomiciliation

A foreign company which, in its Memorandum and Articles of Association (incorporation documents), provides for the possibility of redomiciliation, may file an application to the Department of Registrar of Companies and Intellectual Property (DRCIP) to register in Cyprus as a continuing company pursuant to the provisions of the Companies Act.

Documentation Requirements

The application submitted must be accompanied by the following documentation:

  • A Resolution that authorises the company to be registered as a continuing company in the Republic of Cyprus
  • A copy of the revised incorporation documents of the foreign company that satisfies the conditions set forth in the provisions in the Companies Act regarding the incorporation of a company and that it is compliant with the laws of the country and or the jurisdiction of the incorporation of the foreign company

  • A Certificate of Good Standing in relation to the foreign company

  • An affidavit made by a director of the foreign company duly authorised by the board of directors which confirms the following:
  • the name of the foreign company and the name with which the company will continue in the Republic of Cyprus, which must comply with the relevant provisions of the Companies Act;
  • the jurisdiction according to which the foreign company has been incorporated, along with its date of incorporation;
  • the Resolution according to which the foreign company made a decision to be incorporated as a continuing company in Cyprus;
  • that the foreign company has given a formal notice to the relevant authority in the country of its incorporation regarding its decision to register in Cyprus as a continuing company; and
  • that no procedures (administrative or criminal in nature) have been initiated against the foreign company for the violation of the laws or the country or jurisdiction in which it was incorporated
  • An affidavit regarding the solvency of the foreign company made by a duly authorised director, which confirms the financial good standing and solvency of the foreign company and with which the signatories declare that they are not aware of any circumstances that could adversely affect in a substantial manner the solvency of the company within a twelve month period prior to the application

  • Details of the directors of the foreign company as well as of the secretary (if applicable)

  • Details of the current members / shareholders of the foreign company and
  • Any other documentation as may be required by the Registrar of Companies according to the circumstances of the redomiciliation.

The supporting documentation outlined above must be in an authentic true copy form from the country of incorporation, verified with Apostille in accordance with the Hague Convention by the competent foreign authority over the original foreign-language document. In case the country of incorporation is not a signatory to the Hague Convention, the certification may be made by the relevant competent authority.

Temporary Certificate of Continuation

When the Registrar of Companies is satisfied that the documentation that has been submitted along with the redomiciliation application is in accordance with the provisions of the Companies Act, the Registrar files it and certifies that the company is temporarily registered as a continuing company in the Republic of Cyprus from the date of registration, issues the Temporary Certificate of Continuation and publishes the company’s redomiciliation in the Official Gazette of the Republic of Cyprus. As of the date of issue of the Temporary Certificate of Continuation by the Registrar of Companies, the company is considered to be a legal entity incorporated on the basis of the Companies Act, temporarily registered in Cyprus, subject to all of the obligations and capable of exercising all of the powers of a company that is registered in the Republic of Cyprus.

6-Month Time Limitation

The foreign company has six (6) months from the date of issue of the Temporary Certificate of Continuation to submit the relevant declaration of a foreign company accompanied by evidence from the competent authority of its country of incorporation showing that the company has ceased to be a company registered in the register of companies in that country, usually referred to as a Certificate of Discontinuance, which needs to be duly apostilled.

Cases in which the Redomiciliation application is rejected

An application for the registration of a foreign company as a continuing company in the Republic of Cyprus is rejected in cases where:

  • Procedures of insolvency, dissolution or other similar procedures have been initiated from or against the foreign company;
  • A liquidator or receiver or special administrator of its property has been appointed;
  • There is a Court order or a judgment that limits the rights of the company’s creditors;
  • Procedures have been initiated for violations of the laws of its country of incorporation.
Certificate of Continuation

With the presentation of the Certificate of Discontinuance to the Registrar of Companies evidencing that the foreign company has ceased to be a company registered in the country or jurisdiction that it was initially incorporated, the Registrar of Companies will issue a Certificate of Continuation, which verifies that the foreign company has been registered as a continuing company in the Republic of Cyprus

Steps Following Redomiciliation

Following the redomiciliation of the company, the company must proceed to file an application for its registration in the Tax Registry within sixty (60) days from the date of the issuing of the Certificate of Continuation, in order to obtain a tax identification number. Every employer-company is obligated to register in the Employers Register of the Department of Social Insurance Services of the Ministry of Labour, Welfare and Social Insurance. The company is further encouraged to proceed to the protection of its brand by registering its trademark to the Department of Intellectual and Industrial Property. Finally, the company is obligated to be corporate compliant with its obligations that derive from the provisions of the Companies Act and any other applicable legislation.

Our Redomiciliation Practice Portfolio

The process of redomiciliation requires skilful and knowledgeable professionals, with a thorough understanding of the entire redomiciliation process on a practical level, qualities that we possess at ServPRO. Our in-depth understanding of the applicable legislative provisions and the required documentation, coupled with our established hands-on experience in matters pertaining to redomiciliation enables us to help our clients transition through the process in a smooth and transparent manner.

LET’S WORK

TOGETHER.

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