Cyprus: Re-Domiciliation Of Companies To And From Cyprus

Last Updated: 21 November 2016
Article by Antonis Paschalides

What is Re-domiciliation?

Stipulated in the Cypriot Companies Law Cap 113, 124(I) of 2006 it practically enables:

  1. Foreign companies to transfer their registered office from their home jurisdiction to Cyprus
  2. Cypriot companies to transfer their registered office to foreign jurisdictions.

General benefits of Re-domiciliation:

  • The companies Cypriot or foreign continue to maintain their legal identity even after their transfer to a foreign country or Cyprus respectively.
  • It is a less complicated procedure, no need to start the formation of the company elsewhere from scratch.
  • The foreign companies become tax residents of Cyprus for corporate purposes and may benefit from Cypriot favourable taxation without much of a burden.

Benefits of Re-domiciling your company to Cyprus:

Re-domiciling your company to Cyprus is a process that combines a low financial cost and a simple procedure , offers numerous advantages:

  • Obtaining tax residency in Cyprus, companies are able to obtain the benefits of the domestic tax system
  • Cyprus has one of the lowest corporate tax rates (12.5%).
  • Cyprus is part of an extensive double tax treaties circle.
  • The following are exempt from corporate income tax in Cyprus: (i.) Dividend income. (ii.)Interest income (iii.)Profits from a permanent establishment maintained outside Cyprus
  • Deducted from taxable income are all expenses incurred wholly for the production of income i.e. Interest incurred for the acquisition of a fixed asset.
  • Royalties received by a connected company registered in a European Union Member State are exempt from tax.
  • The Cypriot legal system falls under the umbrella of the protection and advantages of common European Union legislation as Directives and Regulations.
  • The Cypriot legal system is based on the Anglo-Saxon legal system Steps/Procedure:

Foreign company to Cyprus

1.The Memorandum of the foreign company must enable it to continue under the legal regime of another approved country. 2.Shall apply to the Registrar in order to be registered as a company continuing in Cyprus pursuant to the provisions of the Cypriot Law;

  • Sworn affidavit to be accompanied by receipt of such notification.

  • That no criminal or administrative proceedings have commenced against overseas company for contravention of the laws of its country of incorporation.

3.Its application should include the following:

Authorising resolution allowing the registration in Cyprus, List of directors/secretaries or administrative body of the foreign company, list of members, affidavit confirming its solvency, name/date/jurisdiction of the overseas company

4.The Registrar shall satisfy himself that the correct procedure was followed in accordance with Cypriot Laws and the consent of such proportion of the company's shareholders/employees/debenture holders/creditors of the company according to Cypriot Law. Temporary Certificate will be then obtained by the Registrar. It confirms the continuation of the Company's legal entity in Cyprus, on the condition that name under which the overseas will continue its activities will be altered in such a way that it avoids confusion or becomes misleading. Within a period of Six (6) months from the date of the issue by the Registrar of the temporary certificate of continuation, the overseas company shall submit evidence to the Registrar from the competent authority of the country or jurisdiction of its incorporation, that it has ceased to be a company registered in the country that it was originally incorporated. The Board of Directors will authorise the continuation of the company under the different legal jurisdiction and the Registrar shall issue a Certificate of Continuation confirming that the company continues in Cyprus. The Registrar old Companies in Cyprus shall keep a register of all names of companies and their details that received his consent to be registered as continuing in another approved country or jurisdiction.

Grounds for Rejection Rejecting an application of a foreign company to be registered in Cyprus if:

  1. Dissolution or liquidation of the overseas company has started or the proceedings of insolvency or an arrangement or composition or proceedings of execution of court orders or other analogous proceedings have been initiated from or against the overseas company;
  2. Liquidator or special administrator of the overseas company or receiver of its property has been appointed;
  3. Decision or order with which the creditors' rights are suspended or limited; or
  4. Proceedings that have commenced against it for the contravention of the laws of the country or the jurisdiction of its incorporation

Invalidity may follow registration if:

The re-domiciliation took effect in order to create a new legal entity, to cause loss or to affect the continuation of the company as a body corporate, to prevent legal/other proceeding that have commenced against it, to prevent any order/conviction/decision against it.

Cyprus company to a foreign country

  1. Provided that this is permitted by the Cypriot Laws or the Law of the foreign jurisdiction
  2. The Registrar of Companies must have granted its consent in advance.
  3. Will have to submit an application to the competent authority of the foreign country wishing to move its seat.
  4. State the intention to continue under the legal regime of that country jurisdiction.
  5. For the consent of the Registrar to be granted in relation to the continuation of the company in another country or jurisdiction the following requirements must exist:

A. - An approved shareholders' special resolution of the company according to the memorandum and articles of the company authorizing the said application - The company shall deliver to the Registrar for submission a declaration of solvency of the company by the directors, or any circumstances negatively affecting its solvency within a period of three years. - In case that the company is a public company, and its shares have been listed on a recognized stock exchange, the company must have submitted to the Registrar the consent of the said stock exchange and of the Cyprus Stock Exchange Commission, - The company has submitted all the fees and has completed all the proceedings relating to the company's business, according to this Law - Relevant fee submitted by the company regarding its application for the registrar's consent - No proceedings for the liquidation of the company have been initiated nor, any insolvency proceedings, arrangements or compositions, or proceedings for execution of court orders or any other analogous proceedings have been initiated by or against the company, in Cyprus or elsewhere. - At the time of filing the application for the Registrar's consent, the company has not contravened any legal duties or obligations. - The company must have submitted the total of the taxes and duties that are due or that will become due until the date of submission of the application.

AND B.In addition to the requirements above, in order for the Registrar to give its consent for the continuation of the company in another approved country or jurisdiction, three months have passed from the publication of a notice in two daily newspapers of wide circulation in the Cyprus.

6.If any creditor of the company objects to the transfer of the company's seat to another jurisdiction/ country, must explain sufficiently as to why, the court may then order the following: its continuation, that it should not continue, prohibit its continuation or approve it on the basis of sufficient guarantees.

End Result: The Certificate of continuation of the Cyprus company to the foreign another country shall be delivered to the Registrar of Companies. This signifies the company's halt as registered company in Cyprus from the date that its re-domiciliation to the other approved country or jurisdiction takes effect. The Registrar then strikes-off the name of the company from the register and issues a certificate of striking off.

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.

To print this article, all you need is to be registered on

Click to Login as an existing user or Register so you can print this article.

Similar Articles
Relevancy Powered by MondaqAI
Patrikios Pavlou & Associates
Some comments from our readers…
“The articles are extremely timely and highly applicable”
“I often find critical information not available elsewhere”
“As in-house counsel, Mondaq’s service is of great value”

Related Topics
Similar Articles
Relevancy Powered by MondaqAI
Patrikios Pavlou & Associates
Related Articles
Up-coming Events Search
Font Size:
Mondaq on Twitter
Mondaq Free Registration
Gain access to Mondaq global archive of over 375,000 articles covering 200 countries with a personalised News Alert and automatic login on this device.
Mondaq News Alert (some suggested topics and region)
Select Topics
Registration (please scroll down to set your data preferences)

Mondaq Ltd requires you to register and provide information that personally identifies you, including your content preferences, for three primary purposes (full details of Mondaq’s use of your personal data can be found in our Privacy and Cookies Notice):

  • To allow you to personalize the Mondaq websites you are visiting to show content ("Content") relevant to your interests.
  • To enable features such as password reminder, news alerts, email a colleague, and linking from Mondaq (and its affiliate sites) to your website.
  • To produce demographic feedback for our content providers ("Contributors") who contribute Content for free for your use.

Mondaq hopes that our registered users will support us in maintaining our free to view business model by consenting to our use of your personal data as described below.

Mondaq has a "free to view" business model. Our services are paid for by Contributors in exchange for Mondaq providing them with access to information about who accesses their content. Once personal data is transferred to our Contributors they become a data controller of this personal data. They use it to measure the response that their articles are receiving, as a form of market research. They may also use it to provide Mondaq users with information about their products and services.

Details of each Contributor to which your personal data will be transferred is clearly stated within the Content that you access. For full details of how this Contributor will use your personal data, you should review the Contributor’s own Privacy Notice.

Please indicate your preference below:

Yes, I am happy to support Mondaq in maintaining its free to view business model by agreeing to allow Mondaq to share my personal data with Contributors whose Content I access
No, I do not want Mondaq to share my personal data with Contributors

Also please let us know whether you are happy to receive communications promoting products and services offered by Mondaq:

Yes, I am happy to received promotional communications from Mondaq
No, please do not send me promotional communications from Mondaq
Terms & Conditions (the Website) is owned and managed by Mondaq Ltd (Mondaq). Mondaq grants you a non-exclusive, revocable licence to access the Website and associated services, such as the Mondaq News Alerts (Services), subject to and in consideration of your compliance with the following terms and conditions of use (Terms). Your use of the Website and/or Services constitutes your agreement to the Terms. Mondaq may terminate your use of the Website and Services if you are in breach of these Terms or if Mondaq decides to terminate the licence granted hereunder for any reason whatsoever.

Use of

To Use you must be: eighteen (18) years old or over; legally capable of entering into binding contracts; and not in any way prohibited by the applicable law to enter into these Terms in the jurisdiction which you are currently located.

You may use the Website as an unregistered user, however, you are required to register as a user if you wish to read the full text of the Content or to receive the Services.

You may not modify, publish, transmit, transfer or sell, reproduce, create derivative works from, distribute, perform, link, display, or in any way exploit any of the Content, in whole or in part, except as expressly permitted in these Terms or with the prior written consent of Mondaq. You may not use electronic or other means to extract details or information from the Content. Nor shall you extract information about users or Contributors in order to offer them any services or products.

In your use of the Website and/or Services you shall: comply with all applicable laws, regulations, directives and legislations which apply to your Use of the Website and/or Services in whatever country you are physically located including without limitation any and all consumer law, export control laws and regulations; provide to us true, correct and accurate information and promptly inform us in the event that any information that you have provided to us changes or becomes inaccurate; notify Mondaq immediately of any circumstances where you have reason to believe that any Intellectual Property Rights or any other rights of any third party may have been infringed; co-operate with reasonable security or other checks or requests for information made by Mondaq from time to time; and at all times be fully liable for the breach of any of these Terms by a third party using your login details to access the Website and/or Services

however, you shall not: do anything likely to impair, interfere with or damage or cause harm or distress to any persons, or the network; do anything that will infringe any Intellectual Property Rights or other rights of Mondaq or any third party; or use the Website, Services and/or Content otherwise than in accordance with these Terms; use any trade marks or service marks of Mondaq or the Contributors, or do anything which may be seen to take unfair advantage of the reputation and goodwill of Mondaq or the Contributors, or the Website, Services and/or Content.

Mondaq reserves the right, in its sole discretion, to take any action that it deems necessary and appropriate in the event it considers that there is a breach or threatened breach of the Terms.

Mondaq’s Rights and Obligations

Unless otherwise expressly set out to the contrary, nothing in these Terms shall serve to transfer from Mondaq to you, any Intellectual Property Rights owned by and/or licensed to Mondaq and all rights, title and interest in and to such Intellectual Property Rights will remain exclusively with Mondaq and/or its licensors.

Mondaq shall use its reasonable endeavours to make the Website and Services available to you at all times, but we cannot guarantee an uninterrupted and fault free service.

Mondaq reserves the right to make changes to the services and/or the Website or part thereof, from time to time, and we may add, remove, modify and/or vary any elements of features and functionalities of the Website or the services.

Mondaq also reserves the right from time to time to monitor your Use of the Website and/or services.


The Content is general information only. It is not intended to constitute legal advice or seek to be the complete and comprehensive statement of the law, nor is it intended to address your specific requirements or provide advice on which reliance should be placed. Mondaq and/or its Contributors and other suppliers make no representations about the suitability of the information contained in the Content for any purpose. All Content provided "as is" without warranty of any kind. Mondaq and/or its Contributors and other suppliers hereby exclude and disclaim all representations, warranties or guarantees with regard to the Content, including all implied warranties and conditions of merchantability, fitness for a particular purpose, title and non-infringement. To the maximum extent permitted by law, Mondaq expressly excludes all representations, warranties, obligations, and liabilities arising out of or in connection with all Content. In no event shall Mondaq and/or its respective suppliers be liable for any special, indirect or consequential damages or any damages whatsoever resulting from loss of use, data or profits, whether in an action of contract, negligence or other tortious action, arising out of or in connection with the use of the Content or performance of Mondaq’s Services.


Mondaq may alter or amend these Terms by amending them on the Website. By continuing to Use the Services and/or the Website after such amendment, you will be deemed to have accepted any amendment to these Terms.

These Terms shall be governed by and construed in accordance with the laws of England and Wales and you irrevocably submit to the exclusive jurisdiction of the courts of England and Wales to settle any dispute which may arise out of or in connection with these Terms. If you live outside the United Kingdom, English law shall apply only to the extent that English law shall not deprive you of any legal protection accorded in accordance with the law of the place where you are habitually resident ("Local Law"). In the event English law deprives you of any legal protection which is accorded to you under Local Law, then these terms shall be governed by Local Law and any dispute or claim arising out of or in connection with these Terms shall be subject to the non-exclusive jurisdiction of the courts where you are habitually resident.

You may print and keep a copy of these Terms, which form the entire agreement between you and Mondaq and supersede any other communications or advertising in respect of the Service and/or the Website.

No delay in exercising or non-exercise by you and/or Mondaq of any of its rights under or in connection with these Terms shall operate as a waiver or release of each of your or Mondaq’s right. Rather, any such waiver or release must be specifically granted in writing signed by the party granting it.

If any part of these Terms is held unenforceable, that part shall be enforced to the maximum extent permissible so as to give effect to the intent of the parties, and the Terms shall continue in full force and effect.

Mondaq shall not incur any liability to you on account of any loss or damage resulting from any delay or failure to perform all or any part of these Terms if such delay or failure is caused, in whole or in part, by events, occurrences, or causes beyond the control of Mondaq. Such events, occurrences or causes will include, without limitation, acts of God, strikes, lockouts, server and network failure, riots, acts of war, earthquakes, fire and explosions.

By clicking Register you state you have read and agree to our Terms and Conditions