Many jurisdictions allow foreign companies to change their country of incorporation, this process is known as ‘‘re-domiciliation’’. Usually the transfer of a company’s domicile in or out of its jurisdiction, is permitted by the legal regime and the Memorandum.
Cyprus is included amongst the jurisdictions which allow re‐domiciliation of companies in and out of Cyprus. The Cyprus Companies Law Cap. 113 has been amended to allow the transfer of a company’s domicile both in and out of Cyprus. Under Law 124(I) 2006 which has been enacted on 28th July 2006, a foreign company may transfer its domicile to Cyprus and continue its operations under the laws of the Republic of Cyprus.
The respective enactment and subsequent regulations give significant opportunities to international investors and traders since foreign companies can now become tax resident of Cyprus and take advantage of the favourable features of the Cypriot tax jurisdiction.
The successful Cypriot tax regime can now be utilised by foreign companies without the need of restructuring the company e.g. transfer its assets and liabilities to a newly incorporated Cyprus company and liquidate the former, thus avoiding possible tax and other implications in the country of origin.
A summary of the aforementioned provisions and regulations, in respect to the re-domiciliation of foreign companies in Cyprus is provided below.
Application for re‐domiciliation
A foreign company whose the Memorandum and Articles of Association allows same to be re‐domiciled, can apply to the Registrar of Companies in Cyprus in order to be registered in Cyprus as a continuing company, pursuant to the Article 354 of the Companies Law Cap 113.
The procedure is as follows:
- The company needs to appoint a local approved representative to deal with the re‐domiciliation process in Cyprus.
- The approved representative will prepare an application, the form ME1, for the re‐domiciliation and must attached the relevant documents, as listed into the form ME1, in order to be filed with the Registrar of Companies in Cyprus. These documents are the following:
Once the application along with the relevant documents are submitted, examined and approved by the Registrar of Companies, then the foreign company will obtain a Temporary Certificate of Continuation confirming that the foreign company is temporarily registered as continuing in Cyprus as from that date. The company therefore will be able to continue its business activities subject to the Cypriot Companies Law and legislations.
From the date of the issuance of the Temporary Certificate of Continuation, the foreign company:
- The Memorandum and Articles of Association which will be adopted from the company once the re-domiciliation of the same is completed which must be in accordance with the provisions of the Cypriot 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.
- An affidavit, made by the approved representative, in accordance with the MEA form.
- An affidavit concerning the solvency of the foreign company, made by the approved representative, in accordance with Article 354 C (1) (e).
- Register of current Directors (name and surname/ registered name and any previous names, profession / business activity, passport or ID number/ incorporation number, DOB / date of registration, citizenship / country of incorporation, address - depending on whether it is a legal entity or an individual).
- Register of current Members (name and surname/ registered name and any previous names, profession / business activity, passport or ID number/ incorporation number, DOB / date of registration, citizenship / country of incorporation, address - depending on whether it is a legal entity or an individual).
- Letter satisfying the provisions of the Article 354 C (1) (g).
- Official Confirmation and/or Consent by the foreign jurisdiction approving the re-domiciliation of the company.
- Consent by the Competent Stock Market Authorities, where the foreign company has listed its shares (where applicable).
- An affidavit, made by the approved representative, in accordance with the Article 354 C (1) (d).
- Invitation letter regarding registration of Public companies based on Article 354 D (2) (apply to Public companies).
- The Memorandum and Articles of Association of the foreign country.
- A resolution authorising the continuation of the foreign company in Cyprus.
- The date of incorporation of the foreign company.
- The jurisdiction where the foreign company was incorporated.
- The current name of the foreign company and the name under which it will continue its existence in Cyprus.
- Evidence that the foreign company gave an official notice to the authority of the country of its incorporation regarding its decision to be re‐domiciled in Cyprus. Such evidence should be provided according to an affidavit.
- That no criminal or administrative proceedings have been initiated against the foreign company with respect to the infringement of the laws of the country where it was incorporated.
- Any other documents which the Registrar of Companies in Cyprus may request to confirm that such an application is allowed by the laws of the country whereby the foreign company is incorporated and that the consent of the appropriate number of shareholders has been obtained as provided by the laws of the country whereby the foreign company is incorporated.
The Registrar may instruct the foreign company to change its name with which it aims to continue its existence in Cyprus, in case of similarity with a registered company or a trademark in Cyprus. The foreign company should then amend all the relevant documents accordingly before filing them with the Registrar of Companies. Upon examination of all the documentation, the Registrar provisionally registers the foreign company in the Cypriot companies’ registry.
Within a period of six months from the date of the issuance of the Temporary Certificate of Continuation, the foreign company must submit to the Registrar of Companies in Cyprus evidence from the appropriate authorities of its country that it has ceased being a company registered in that country, the so called Certificate of Discontinuation.
If no such evidence is submitted, the Registrar of Companies in Cyprus may remove the name of the foreign company from its registry and inform the foreign authorities accordingly or to grant an extension of further three months for the submission of the evidence.
Upon the presentation of the aforementioned evidence to the Registrar of Companies in Cyprus, the approved representative files the Temporary Certificate of Continuation along with the respective evidence together with the form ME 4, which is signed by the secretary of the company and thereafter, the Registrar of Companies in Cyprus issues the Final Certificate of Continuation.
- Is considered as a legal entity duly incorporated in accordance with the laws of Cyprus and is temporarily registered in the Republic for the purposes of the Companies Law Cap 113.
- Has the same liabilities and is eligible to exercise all powers as the registered companies have according to the laws of Cyprus.