Cyprus: Re-Domiciliation Of Foreign Companies To Cyprus

Last Updated: 6 June 2019
Article by Kinanis LLC


As from 28.7.2006, the Companies Law Cap.113 (the "Law") has been amended and the re-domiciliation of foreign companies to Cyprus is permitted, as per the provisions of the Law.

Foreign companies that are established and operating abroad that consider changing their seat, have the choice to re-domicile to Cyprus and continue their operations uninterrupted as a Cyprus registered company and benefit from the advantages Cyprus, as a European jurisdiction, has to offer.

The purpose of this brochure is to provide a summary as to why a foreign company may consider moving its seat to Cyprus and the procedure of re-domiciliation that needs to be followed, as per the Law.


Cyprus' services-oriented economy, with years of experience in servicing international clients, is one of the top business centres in Europe. International clients can benefit from the skills and knowhow obtained from lawyers and accountants from their many years of practice in the services sector.

Cyprus' legal system is based on English common law, one of the most reliable and respectable legal systems worldwide.

The Cyprus Tax System has evolved to comply with all EU and OECD BEPS requirements while still maintaining its attractiveness. The corporate tax rate is set at 12.5% on net profits, however, specific types of income are fully exempt from taxation, such as:

  • dividend income
  • profit from sale of shares
  • foreign exchange differences (unless a company is involved with the trading in foreign currencies or foreign currency derivatives).

In addition, Cyprus does not deduct any withholding taxes on the payment of the following types of income from Cyprus to any foreign person:

  • dividends
  • interest
  • royalties

Further, Cyprus introduced the Notional Interest Deduction (NID) on new capital, based on which there is a notional recognition of a cost on the capital introduced and this notional cost can reduce the taxable base of the company. NID is restricted to a maximum of 80% of the taxable income generated by the new capital introduced into the company.

In addition, Cyprus has concluded over 60 tax treaties which is of high economic and political importance and strengthen Cyprus as an international business centre.

Therefore, from all perspectives, there are numerous incentives for businesses to seriously consider re-domiciling to Cyprus.


  1. Application for re-domiciliation to Cyprus

A foreign company registered in a country which allows re-domiciliation and which company's Memorandum and Articles of Association provide for the possibility of re-domiciliation, 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.

  1. Necessary documents to be filed with the Cyprus Registrar

The application must be submitted together with the following documents:-

  • Resolution by the Shareholders or a similar document issued by the appropriate body according to the laws of the foreign country, authorizing 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 of incorporation about the intention of the company to be re-domiciled to Cyprus.
  • The new Memorandum and Articles (M&A) of the company which M&A must meet the requirements of the Cyprus laws.
  • Certificate of good standing duly made apostil issued by the appropriate foreign authority;
  • An affidavit made by a director duly authorized 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 for the same company name as the foreign company was initially registered;

(b) The country of Jurisdiction where the foreign company is registered;

(c) Date of registration of the foreign company;

(d) The resolution specified above authorizing the registration and continuation of the existence of the Foreign Company 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 to Cyprus. Evidence of such notice must be attached and the relevant letter also;

(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 authorized director of the foreign company confirming the financial good standing and solvency of the foreign company. Relevant declaration to be signed and the signatories to declare that they do not know of any facts that may impair the solvency of the foreign company for the next 12 months from the application.
  • 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.

  1. Liabilities

A director or the management body of the foreign company providing false declaration or making a false declaration as to the solvency of the foreign company, are liable to a crime, and in case of conviction are liable to imprisonment up to 1 year and a fine up to Euro 34.172,00.

  1. Licensed activities

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 are among others, Financial Services Companies / Insurance Companies / Banking Institutions).

  1. Public Companies

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 of consent of the Foreign Stock Exchange allowing re-domiciliation in Cyprus must be provided;
  • List of present shareholders duly certified.
  1. Registration in the Republic

Once the Registrar is satisfied that the documents submitted as above specified 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.

It will issue the Temporary Certificate of Continuation of the Company in Cyprus.

  1. Name

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 registration.

  1. 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 as the Memorandum of the company and where applicable as its the Articles of Association.
  • The registration of the foreign company is not lawful and is void if it is done:-

(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, judgment, opinion, debt, order or liability against the Foreign Company or its officials or shareholders.

  1. Time Limit

Within 6 months period form the issuing 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 initial incorporation and or that its registration in the foreign country has been cancelled. Usually this document is called Certificate of Discontinuance which must be provided duly made apostil.

Important Note

The company MUST NOT be removed / cancelled from the foreign registry before the time the Cyprus Registrar issues the Temporary Certificate of Continuation. As at this time it must be in full and proper existence.

The application to cancel its registration in the foreign registry must be made ONLY after the Temporary Certificate of Continuation is issued in Cyprus.

  1. Production of evidence of deletion from 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 three months extension to present the necessary documents to his satisfaction. No other extension can be given.
  1. 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.

  1. Cases where applications by foreign companies to be re-domiciled to 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 judgment exists limiting the rights of its creditors;
  • Procedures have been started for infringement of the law of its jurisdiction.

Whenever documents are needed to be presented with the Cyprus registrar of companies these must be presented in Greek language or in a certified translation in the Greek language.


This publication has been prepared as a general guide and for information purposes only. It is not a substitution for professional advice. One must not rely on it without receiving independent advice based on the particular facts of his/her own case. No responsibility can be accepted by the authors or the publishers for any loss occasioned by acting or refraining from acting on the basis of this publication.


We are a Law Firm with offices in Cyprus and Malta and a representative office in Shanghai China comprising of more than 80 lawyers, accountants and other professionals who advise, international and local clients.

The Firm has been offering legal and consulting services since 1983 evolving from a traditional law firm to an innovative cutting-edge multidisciplinary law firm combining exceptional expertise in law, tax, vat and accounting.

From its establishment the Firm's focus has been heavily business oriented and always abreast with the latest global developments and innovations. Drawing from our pool of experienced professionals we provide our clients' businesses full legal and accounting support on an everyday basis as well as customized solutions in today's global financial and legal challenges.

We consider ourselves as 'traditional pioneers' and our motto is to foresee and anticipate any issues that may potentially impact our clients' business and to offer effective advice and solutions proactively.

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
Chryssafinis & Polyviou LLC
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
Chryssafinis & Polyviou LLC
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