Cyprus company law allows the "re-domiciliation" process on the basis of Companies Law Cap. 113.
Cyprus is an attractive jurisdiction for re-domiciliation due to its low corporate tax rate, wide network of double tax treaties and its reputation as a financial centre.
For a foreign company to be able to be re-domiciled to Cyprus it must be allowed to do so by domestic law (where the company is registered) and the Memorandum and Articles of Association of the company must permit such a re-domiciliation.
Documentation
The application for re-domiciliation should be accompanied by the following documents:
- A company resolution allowing the foreign company to be re-domiciled to Cyprus;
- Copies of the corporate documents of the company;
- Certificate of good standing;
- An affidavit from a Director of the company or any other authorised representative of the company declaring basic information of the company (current name, list of shareholders, list of directors, etc) and confirming that the company is solvent and there are no factors negatively affecting the solvency of the company;
- Any other documents that the Companies Registrar may consider necessary.
Licensed Activities
Any company which carries out licensed activities should provide the Companies Registrar with the relevant permit from its country of origin which allows for the provision of such regulated activities. Moreover, to provide such licensed services in Cyprus the company should obtain a license from the relevant authority in Cyprus.
Public Companies
If the company in question is a public company, the company must also submit its prospectus once the shares have been offered to the public. Further, evidence must be filed of the consent of the foreign Stock Exchange allowing the re-domiciliation of the company to Cyprus. Furhermore, a list must be submitted of the current shareholders of the company certified with apostille.
Registration in Cyprus
If the Companies Registrar approves the application and attached documentation it will issue a certificate stating that the foreign company is temporarily registered as a continued legal entity in Cyprus. The foreign company must then, within a period of six months, file to the Companies Registrar sufficient documentation to demonstrate that the company is no longer registered in the country of origin. The Companies Registrar will then issue the Certificate of Continuation confirming that the company has been registered in Cyprus as a continuing company.
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.