Re-domiciliation of Companies
Re-domiciliation of Companies
Foreign companies that choose to transfer their domicile to Cyprus are able to do so without winding-up their business or legal entity and are able to benefit from the advantageous tax regime that Cyprus offers.
Corporate re-domiciliation is the process by which a company transfers its domicile from one jurisdiction to another by changing the country under whose laws it is registered or incorporated while maintaining the same legal identity.
In order to re-domicile a foreign company to Cyprus it must be registered in a country that allows re-domiciliation and the Memorandum and Articles of Association must provide this possibility. If this requirement is fulfilled then the company may apply to the Registrar of Companies in Cyprus to be registered as a continuing company pursuant to the provisions of the Cyprus Companies’ Law, Cap. 113.
The application must be submitted to the Registrar of Cyprus Companies, together with a number of documents, including:
- A resolution or an equivalent document permitting the foreign company to be re-domiciled in Cyprus;
- Copy of the constitutional documents of the foreign company;
- Certificate of good standing;
- An affidavit from a Director of the foreign company or from any other person that has been duly empowered from the Board of the foreign company confirming the following:
- the current name of the foreign company and the name under which it will continue in existence in Cyprus;
- the jurisdiction where the foreign company is incorporated;
- the date of incorporation of the foreign company;
- the resolution or other legally equivalent document permitting the re-domiciliation of the foreign company to Cyprus;
- that the foreign company has officially notified the authorities of its country of incorporation of its decision to be re-domiciled to Cyprus. A copy of this official notification must be attached;
- that no administrative or criminal proceedings have been initiated against the foreign company for infringement of any laws in its country of incorporation;
- an affidavit from a Director of the foreign company confirming the 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;
- list of the Directors and Secretary of the foreign company or of the people that may have been assigned with the administration and/or representation of the foreign company as the case may be;
- a certified list of the shareholders of the foreign company; and
- such other documents as the Cyprus Registrar of Companies may deem necessary in order to be satisfied that (a) the jurisdiction where the foreign company is incorporated permits such an application for re-domiciliation and (b) 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.