The Cyprus Companies Law (Cap. 113) permits redomiciliation of companies in and out of Cyprus and a company registered overseas may transfer its registered office in Cyprus without being dissolved.

REDOMICILIATION IN CYPRUS

Prerequisites for redomiciliation in Cyprus

In order to transfer the seat of an overseas company to Cyprus the following prerequisites should be met:

• The national legislation of the jurisdiction of origin allows such transfer; and,
• The Memorandum and Articles of Association of the company enables it to continue (redomiciled) in another jurisdiction.

Name Approval

As soon as the above requirements are met, the company should obtain approval for their name (existing or new) by the Cyprus Registrar of Companies.

Temporary Certificate of Continuation

Following name approval, an application for a temporary certificate of continuation to Cyprus should be submitted accompanied by the following documents:

• copy of the revised memorandum of the overseas company adapted to comply with the Cyprus Companies Law;
• certificate of good standing or an equivalent document issued by the competent authority of the country or jurisdiction in which the overseas company was incorporated;
• affidavit by a director of the overseas company confirming the solvency of the overseas company;
• resolution or the equivalent document of the overseas company authorising it to register as continuing in the Republic;
• official document evidencing that the competent authority of the country of incorporation is informed of the redomiciliation;
• permission, consent or pre-approval by the appropriate governmental authority or appropriate body in case it is necessary for the use of words or phrases and/or due to the nature of business respectively, in case it has not been submitted already with the application for name approval.

If the Registrar of Companies is satisfied with the application it issues a temporary certificate of continuation and from that date, the company is considered to be a legal person provisionally registered in Cyprus subject to all statutory obligations and, able to exercise all powers of a company incorporated in Cyprus.

Final Certificate of Continuation

Within a period of six months from the date of issue of the temporary certificate of continuation, the company should submit an application for a final certificate of continuation by accompanied by the following documents:

• the certificate or other document from the competent authority of the country or jurisdiction of the company’s original incorporation, that the company has ceased being registered in the said country or jurisdiction
• any other document evidencing that the said company has ceased being registered in the country or jurisdiction of its incorporation
• the temporary certificate of continuation in the Republic of Cyprus

As soon as the Registrar of Companies approves the application and issues the Final Certificate of Continuation, it is certified that the company has been registered as continuing in Cyprus and the company must comply among others with the following obligations:

• The company is obliged within sixty (60) days from the date of issue of the certificate of continuation, to apply for Taxpayer’s registration for registration with the Tax Department and for obtaining a tax number.
• Register with the VAT, if applicable.
• Pay the annual company levy of €350, by the 30th of June of each year
• At the end of each tax year, the company must prepare audited financial statements and submit them along with the tax return to the Tax Department.
• Prepare its annual return up every calendar year to and including its reference date and submit it to the Registrar of Companies along with a copy of the company’s audited financial statements.

REDOMICILIATION OUT OF CYPRUS

Prerequisites for redomiciliation out of Cyprus

In order to transfer the seat of a Cyprus company to another jurisdiction the following prerequisites should be met:

• The national legislation of the jurisdiction that the company will be redomiciled should allow such a transfer; and,
• The Memorandum and Articles of Association of the company enables it to continue (redomiciled) in another jurisdiction.

As soon as the above requirements are met, a consent by the Registrar of Companies for the redomiciliation of the company should by obtained and then an application should be made to the Registrar of Companies for the strike off of the company.

A summary of the relevant procedure is provided below.

Consent by the Registrar of Companies

The company should apply to the Registrar of Companies for continuation outside Cyprus, accompanied by the following documents:

• an approved special resolution of the company’s shareholders, authorizing the application and approving the company’s interim statements
• copy of the publication of the abovementioned special resolution in two (2) daily newspapers of wide circulation in Cyprus
• the certified and approved interim statements
• documents from competent authorities certifying that the company does not owe taxes and duties
• consent by the competent licensing or supervisory authority in case the company is licensed or supervised by a competent authority in Cyprus
• a company director’s statement in affidavit form.

Following the expiration of a three-month period from the date of publication of the notice of the special resolution and, provided that no objection is raised, the Registrar of Companies will issue the certificate of consent for the continuation of the company under the national legislation of another jurisdiction.

Striking off the Company from the Register due to transfer of Registered Office

Once the certificate of continuation is issued by the competent authority of the country of choice, the company shall deliver to the Registrar of Companies the said certificate of continuation issued by the country of choice and the Registrar of Companies will strike off the company from the companies register.