[su_expand height=”80″ link_color=”#9e872c” link_style=”button” link_align=”right” more_icon=”icon: angle-down” less_icon=”icon: angle-up”]Corporate re-domiciliation is the process by which a company moves its domicile from one jurisdiction to another by changing the country under whose laws it is registered or incorporated, while maintaining the same legal identity.
Companies’ re-domicile for a variety of reasons including to take advantage of more favourable tax laws or less stringent regulatory provisions; to align their place of registration with their shareholder base; or to access specialist capital markets.
Up until the 28/07/2006 the Cyprus Companies Act (Cap.113) did not provide for companies to Re-domicile to Cyprus or from Cyprus to another jurisdiction. The enactment of Law 124(I)/2006 on the 28/07/2006, amended Companies Law Cap. 113, and theoretically the re-domiciliation of companies to and from Cyprus were made possible from this date. However, in practice only recently have regulations been issued by the Council of Ministers which provided details of the procedure to be followed, the forms to be filed and the fees payable
Application for re-domiciliation in Cyprus
A foreign company registered in a country which allows re-domiciliation and whose’ Memorandum and Articles of Association (M&A) allow for the possibility of re-domiciliation, may apply to the Registrar of Companies in Cyprus to be registered as a continuing legal body.
Steps to take for filing with the Cyprus Registrar:
Step 1. The application ME1 and MEA must be submitted together first with the relevant original apostilled documents.
Step 2. Once the Cyprus Registrar is satisfied that the documents submitted are in accordance with the relevant provisions of the law, the foreign company will be temporarily registered as a continuing entity in Cyprus and will be issued with a Temporary Certificate of Continuation.
Step 3. The application ME4 must be submitted together with the supporting relevant documents within (6) six months from the issuance of the Temporary Certificate of Continuation, the foreign company must present to the Cyprus Registrar evidence that it has ceased from being a company registered in the country of initial incorporation and that its registration in the foreign country has been cancelled. Usually this document is called Certificate of Discontinuance which must be duly apostilled.
Providing a false declaration as to the solvency of the foreign company is a criminal offence which carries a penalty of imprisonment for up to one year and a fine of up to Euro 34,172.
Important Note
The company must not be removed or cancelled from the foreign registry before Cyprus Registrar issues the Temporary Certificate of Continuation.
The application to cancel its registration in the foreign registry must be made after the Temporary Certificate of Continuation is issued in Cyprus.