Redomiciliation to Cyprus

Cyprus Company Law permits the so called “redomiciliation” process allowing a company to transfer its “seat” of incorporation into or out of Cyprus (Companies (Amendment) Law of 2006, Law No. 124(I)/2006).

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 redomiciliation is the process by which a company moves its domicile from one jurisdiction to another by changing the country under which laws it is registered or incorporated, while maintaining the same legal identity.

Companies redomicile for a variety of reasons including more favorable tax laws or less stringent regulatory provisions; moreover, they wish to align their place of registration with their shareholder base or to access specialist capital markets.

Procedure for redomiciliation of private companies to Cyprus

A company registered in a foreign jurisdiction which allows redomiciliation and which memorandum and articles of association offer the possibility of redomiciliation may submit an application to the Registrar of Companies of Cyprus (the Registrar). The company will be registered in Cyprus as a ‘continuing company’ subject to the provisions of Cyprus company law.

In order to proceed, the foreign company must select a local approved representative in Cyprus to assist with the redomiciliation process.

Documents Required

The following documents must be submitted together with the application:

  • A resolution or an equivalent document permitting the foreign company to be redomiciled 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 that:
    • The current name of the foreign company and the name under which it will continue its 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 redomiciliation of the foreign company to Cyprus,
    • The document demonstrating that the foreign company has officially notified the authorities of its country of incorporation on the decision to be redomiciled to Cyprus. A copy of this official notification must be attached,
    • The proof 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 Secretaries (or people assigned for administration and/or representation) of the foreign company,
    • A certified list of the shareholders of the foreign company.

Other documents which may be requested by the the Cyprus Registrar of Companies in order to verify that (a) the jurisdiction where the foreign company is incorporated permits such an application for redomiciliation and (b) the consent for the redomiciliation 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.

If the foreign company is a public company then the following additional documents are required:

  • The prospectus of the foreign company when it offered its shares to the public
  • Evidence of the consent of the foreign Stock Exchange permitting the redomiciliation of the foreign public company to Cyprus ( this applies when the shares of the foreign company are listed on the Stock Exchange)
  • A duly certified list of the current shareholders of the foreign company

If the relevant documents comply with the Cyprus Law, and once they together with the application have been verified by the Registrar, then the Registrar will issue a temporary certificate of continuation in order for the company to proceed with its activities within the laws of Cyprus.

After the temporary certificate of continuation has been issued, it is required within 6 months to provide the registrar with a notification or confirmation that the company is no longer registered in its original jurisdiction of incorporation.

Once it is verified that the company is no longer registered in the jurisdiction of incorporation, it will be provided with a temporary certificate of continuation. Soon after that the Registrar will issue the original Certificate of Continuation, which confirms that the company is registered as a continuing company in Cyprus.

Licensed Activities

Any foreign company that will be redomiciled in Cyprus and will carry on any licensable activity in or from Cyprus shall be required to obtain the relevant license or permit from the competent Cyprus authority before commencing any business activity as required under the Cyprus laws and regulations.

For further information please do not hesitate to contact our office directly.