The provisions of the Companies Law CAP. 113 and specifically Articles 354A to 354IH of CAP 113, allow for foreign companies which are incorporated and currently operating in a different jurisdiction to transfer their seat to the Republic of Cyprus and at the same time companies established in the Republic of Cyprus to relocate their seat abroad.
Scope
Redomiciliation applies both to Cypriot and foreign companies which wish to relocate in a different jurisdiction, provided that the company’s Memorandum and Articles of Association (the ‘‘M&AoA’’) provide for re-domiciliation. For foreign companies which wish to re-domicile in the Republic of Cyprus, the jurisdiction in which they are currently registered or incorporated must also provide for and not prohibit Redomiciliation. If both their current jurisdiction and the M&AoA allow it, the relevant application forms must be filed to the Companies Registrar (the ‘‘Registrar’’, the ‘‘RoC’’).
Eligibility
Any foreign company, whose jurisdiction of incorporation and M&AoA allow it can redomicile in the Republic of Cyprus unless it is in the process of insolvency or winding up or if Court proceedings have been initiated. Such foreign company is restrained from transferring its seat to the Republic of Cyprus.
Required Documentation and Evidence – Accompanying the Application
The relevant forms must be duly submitted in the ROC along with the relevant documentation, duly apostilled, containing at least the following: -
1. A resolution by the Shareholders permitting the foreign company to be re-domiciled and registered as a continued legal body in the Republic of Cyprus.
2. Notification letter to the Commercial Register of the country of incorporation informing about its intention to re-domicile,
3. Certificate of good standing, issued by the appropriate foreign authority
4. The new M&AoA of the company, in accordance with Cypriot law
An affidavit by the Director of the foreign company, confirming the information and details of the company and also that no criminal or administrative procedures have been commenced against the foreign company for infringement of any laws in its country of incorporation, currently and for the following 6 months
5. An affidavit from a Director of the foreign company confirming the financial good standing and 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
6. A list of the Directors and Secretary and/or the managers of the foreign company – as applicable
7. A list of the Shareholders / members of the foreign company
For public foreign companies, in addition to the documents above that apply for private foreign companies, the following documents must also be submitted to the RoC:
1. The most recent invitation if the foreign company has offered via invitation its shares or bonds to the public
2. If the foreign company is a company with its shares listed at a recognised stock exchange, a copy of the consent by the relevant authorities of the stock exchange where the shares are listed to continue its existence in the Republic of Cyprus.
3. Duly certified register of the existing members of the foreign company
Note: (1) The above as well as other such documents as the RoC may deem necessary so as to be satisfied that (i) the foreign jurisdiction of incorporation permits the re-domiciliation of the company and that (ii) 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, might be requested.
(2) Any foreign company which will undertake any activity which a licence is required in Cyprus, must obtain such license according to the requirements of Cyprus Law.
(3) All documents accompanying the application must be duly certified and apostilled.
Liabilities
False declarations or representations by any of the officials within the management body of a company, constitute a criminal offence and in case of conviction, imprisonment of 1 year and a fine up to the amount of €34,172 may be imposed.
Procedure
Provided the relevant documentation and evidence required to accompany the application are collected, the procedure is fairly forward and fast. The application along with the required documentation are submitted to the RoC.
(1) Temporary Registration
Following the application and provided the RoC is satisfied, it will issue a Temporary Certificate of Continuation of the foreign company in the Republic of Cyprus. This temporary certificate states that the company is temporarily registered as a continuing entity in the Republic of Cyprus as from the date of such registration. The Certificate is issued and published to the Official Gazette of the Republic of Cyprus. The foreign company must then within 6 months, provide evidence to the RoC proving that it has been deleted from the Register of the jurisdiction of incorporation. To do so, the below are essential:
i. Supporting Documents from the regulator of the jurisdiction of incorporation that the Foreign Company has ceased being registered (the “Certificate of Discontinuance”).
ii. Temporary Certificate of Continuation in the Republic of Cyprus.
Note: (1) Any application requesting the deletion from the registrar of the jurisdiction of incorporation, must only be submitted once the Temporary Certificate is issued in by the Registrar in the Republic of Cyprus.
(2) Any supporting documents accompanying the application must be officially translated in Greek and in English where necessary and duly certified and apostilled.
If the name of the foreign company is according to the opinion of the Cyprus Registrar confusing or misleading in relation to any other name already registered, the Registrar will request the amendment of the name before registration (a relevant application for name approval will be filed).
(2) Final Approval
Upon the issuance of the Certificate of Discontinuance and once presented at the RoC, the RoC will issue the final Certificate of Continuation, certifying that the company ceased to be a company registered in the country of initial incorporation and has been duly registered in the Republic Cyprus as a continuing entity in accordance with the provisions of the Companies Law, CAP 113.
Issuance of the Certificate of Continuation
The issuance of the Certificate of Continuation marks the end of this procedure and the company is certified as a company duly registered in the Republic of Cyprus.
