Re-domiciliation of foreign companies in Cyprus
As a result of the 2006 amendment to the Companies’ Law Cap.113, foreign companies can be re-domiciled in Cyprus and companies registered in Cyprus can be re-domiciled abroad.
For a foreign company to relocate to Cyprus, the company must be registered in a country which permits re-domiciliation, according to the jurisdictions commericial laws. Basic prerequisites for the re-domiciliation of a company is for the foreign company’s Memorandum and Articles of Association to include and provide the ability to be re-domiciled both inside and outside of Cyprus.
The foreign company must first apply for the re-domiciliation out of its country to the foreign country’s Company Registrar.
Once the national procedures of the foreign company’s country are finalised (each country may have a different procedure for recording the re-domiciliation of the company out of the country), the foreign company must apply to the Cyprus Registrar of Companies to be registered in Cyprus as a ‘Continuing Company’ pursuant to the provisions of Companies Law Cap.113.
Firstly, the foreign company must appoint an approved local (Cyprus) representative (a Lawyer or service provider), to manage the re-domiciliation process. The approved representative will arrange for the approval of the company name, which must be the same as the foreign company, except with the abbreviation of ‘Ltd’ at the end. Then an application for re-domiciliation along with all appropriate supporting documentation should be prepared and filed.
The approved representative files an affidavit declaring that the provisions and requirements of Cyprus Company Law has been fulfilled and that the applicant company is currently in Good Standing with no criminal prosecutions. Once approved, the foreign company can obtain a Temporary Registration Certificate and is, at that time, able to continue its business activities as a Cyprus Company as per the Tax legislation.
The Temporary Certificate will give the re-domiciled Company the status of a legal entity established under Cyprus Company Law by granting all rights and obligations arising therefrom. The amended documents will be considered to be the Company’s Article of Association.
A Permanent Registration Certificate follows thereafter.
Application requirements for re-domiciliation in Cyprus
A foreign company may apply to the Registrar of Companies in Cyprus to be registered in
Cyprus as a continuing company pursuant to the provisions of the Companies Law Cap 113:
- If it is registered in a country which allows re-domiciliation; and
- If the company’s Memorandum and Articles of Association provide for the possibility of re-domiciliation.
Necessary documents to be filed with the Cyprus Registrar
The application must be submitted together with the following documents:
- Shareholders resolution document or a similar as issued by the appropriate body according to the laws of the foreign country, authorising the foreign company to get registered in Cyprus as a continued legal body. This resolution must be issued in accordance with the laws of the foreign country and must be made apostil.
- Notification letter (official notice) to the Commercial Register of the country where the incorporation will take place regarding the intention of the company to be re-domiciled in Cyprus.
- The new Memorandum and Articles (M&A) of the company which M&A must meet the requirements of Cyprus law.
- A Certificate of good standing duly made, apostil issued by the appropriate foreign authority.
An affidavit made by a Director, duly authorised by the board of Directors of the foreign company confirming the following:
(a) The current company name of the foreign company and the name under which it will continue its existence in Cyprus. An application must be filed with the Registrar of Companies to receive approval of the desired name. The application can be used for the same company name as the foreign company was initially registered to.
(b) The country of Jurisdiction where the foreign company is registered.
(c) Date of registration of the foreign company.
(d) The resolution specified above authorising the registration and continuation of the existence of Foreign Companies in Cyprus.
(e) That the foreign company gave a notification letter (official notice) according to the laws of the country of jurisdiction as to its decision to be re-domiciled in Cyprus. Evidence of such notice must be attached to the relevant letter.
(f) That no criminal or administrative procedures have been commenced against the foreign company for infringement of the law of the country of registration.
Affidavit as to solvency by a duly authorised Director of the foreign company confirming the financial good standing and solvency of said foreign company. Relevant declaration should be signed and the signatories declare that they do not know of any facts that may impair the solvency of foreign companies for the next 12 months from the date of the application.
- A list of Directors and Secretary and/or the Managers of the foreign company as the case may be.
- List of the Shareholders / Members of the foreign company.
- Legal Opinion to be issued by a Lawyer / Notary in the country of incorporation.
Confirming among others that:
(a) The country of foreign jurisdiction allows such an application for re-domiciliation.
(b) The proper number of Shareholders or other necessary persons as defined by the foreign law have given their consent for this application.
A Director or management body of the foreign company, providing or making a false declaration as to the solvency of the company, create criminal liability.
Companies which offer licensed activities under certain provisions of the law in their jurisdiction and for which similar licenses are required in Cyprus, must produce relevant consent for their re-domiciliation by the proper authorities of their country.
Any foreign company which will undertake any activity for which a license is required in Cyprus, must obtain such a license according to the requirements of Cyprus Law (Such companies examples can be Financial Services Companies, Insurance Companies or Banking Institutions).
In case the foreign company is a public company, then the following must be produced in addition to the above:
- The prospectus of the foreign company, once the shares have been offered to the public.
- If it is listed in any Stock Exchange, evidence regarding consent of the Foreign Stock Exchange allowing for the re-domiciliation in Cyprus must be provided.
- List of present Shareholders duly certified.
Registration in the Republic
Once the Registrar is satisfied that the documents submitted as specified above are in accordance with the law, temporarily deposits the relevant documents and certifies that the foreign company is temporarily registered as a continued entity in the Republic as from the date of such registration and it will issue the Temporary Certificate of Continuation of the Company in Cyprus.
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 the official registration.
Legal consequences of temporary registration
The foreign company as from the date of issuing of the temporary registration:
- Is considered as a legal person duly incorporated according to the Laws of Cyprus and that is temporarily registered in the Republic for the purpose of the Companies’ Law Cap 113.
- Has the same liabilities and is eligible to exercise all powers that registered companies have according to the Laws of Cyprus.
The constituent document of amendment is considered to be the Memorandum of the company and where applicable as the Articles of Association.
The registration of the foreign company is not lawful and is void if it is carried out:
(a) For the purpose of establishing a new legal entity.
(b) To damage or affect the continuance of the foreign company as a legal body.
(c) To affect the property of the foreign company and the way this company will maintain its assets, rights and obligations.
(d) To render ineffective any legal or other procedures filed or to be filed against the foreign company.
(e) To acquit or prohibit from any conviction, judgement, opinion, debt, order or liability against the Foreign Company, its officials or Shareholders.
Within a 6 month period, from the issuance of the temporary registration certificate, the foreign company must present to the Cyprus Registrar evidence that it has been stopped from being a company registered in the country of the initial incorporation and/or that its registration in the foreign country has been cancelled. Usually this document is called the Certificate of Discontinuance which must be provided duly made apostil.
The company must not be removed / cancelled from the foreign registry before the Cyprus Registrar issues the Temporary Certificate of Continuation. In order to be removed from the registry, the company must be in full and proper existence at the time of cancellation. The application to cancel its registration in the foreign registry must be made only after the Temporary Certificate of Continuation is issued in Cyprus.
Producing evidence of deletion from the previous registry
In case the above evidence showing that the foreign company has been stopped from being a company registered in the foreign jurisdiction is not submitted, then the Cyprus Registrar may:
- Delete the name of the foreign company from the registry and advise the country of relevant jurisdiction accordingly.
- Give a three month extension to present the necessary documents to a satisfactory standard. No other extension can be given.
Final certificate of continuation
Once the above document (certificate of discontinuance) is presented evidencing that the foreign company has stopped to be a company registered in the country of initial incorporation, (cancelled from being registered abroad), the Cyprus Registrar issues the final certificate of continuation, which certifies that the foreign company has been registered in the Republic.
Cases where applications by foreign companies to be re-domiciled in Cyprus are rejected:
- When dissolution proceedings have been started against the foreign company.
- A liquidator or receiver or special administrator of its property has been appointed.
- An order or judgement exists limiting the rights of its creditors.
- Procedures have been started for infringement of the law of its jurisdiction.
Form ME A: Affidavit by the authorised Representative of the foreign company.
Form ME 1: Application for Re domiciliation
Form ME 4: Submission of additional information of the foreign company.
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