Cyprus corporate law allows the re-domiciliation of companies registered in different jurisdictions. Re-domiciliation allows the transfer of a company from one jurisdiction to another. The company will not be liquidated to the jurisdiction of incorporation, it will be transferred from one country to another through a straightforward procedure, according to which the company's solvency is not affected.
Below you will find a brief description of the procedure for the transfer of the office of private companies solely. Regarding the transfer of public companies, further requirements apply.
In order for the transfer of a company's office to be accepted in Cyprus, the jurisdiction of registration should allow the re-domiciliation procedure. Furthermore, provisions for the transfer of a company's office should be included in the existing articles of a company requesting to be registered in Cyprus. In addition, the transferring company should be in good standing and no actions of liquidation/deregistration should be pending.
It is essential for the transferring company to proceed with the following actions before applying for a re-domiciliation:
- To approve the name to be used by the company in Cyprus. The company should apply for the pre-approval of the name to be used in Cyprus at the Registrar of Companies. In case the name used in the transferring jurisdiction is not acceptable in Cyprus, the transferring company should use a new name.
- The company should proceed with the issuance of a resolution, confirming the following:
- The transfer of the company's office to Cyprus
- The name of the company which will be used in Cyprus
- The names of the director, secretary and shareholders, which will be registered at the department of the Registrar of Companies in Cyprus.
- The text of the memorandum and articles which will be used by the company as soon as this is registered in Cyprus according to the Companies Act, cap.113.
- That the shareholders, employees, creditors of the company have been informed about the decision of the re-domiciliation and that they have no objection to it.
- That there are no civil or criminal claims against the company at the jurisdiction of incorporation.
- That the company has notified the relevant authorities at the jurisdiction of registration that the company will continue its activities to Cyprus.
- The registration details of the company in the country of registration (such as the company's name, registration number and the incorporation date.
The resolution must be issued according to the articles of the transferring company and the laws of the jurisdiction of registration. Therefore, in case both the board of directors and the general meeting of the shareholders should resolve the approval of the re-domiciliation, such actions must be processed.
The transferring company will submit the resolution to the Registrar of Companies in Cyprus with the following documents:
- The memorandum and articles which will be used by the company after the company's re-domiciliation to Cyprus.
- The Incorporation certificate issued by the jurisdiction of registration.
- A Good standing certificate issued by the jurisdiction of registration.
- The confirmation of a lawyer appointed by the company, verifying that the transferring company has resolved to be registered in Cyprus, that the company is in good standing at the country of registration and that no civil or criminal actions have been submitted against this company. Such a confirmation is included on the application for the registration of the company in Cyprus.
All relevant certificates should be apostilled and translated into Greek.
Provided that the company has collected the abovementioned documents it can apply for registration in Cyprus. Should the Registrar of Companies consider the application as complete, the company will be registered temporarily in Cyprus.
Upon its temporary registration the company should provide within six months a certificate/confirmation from the competent authority confirming that the company is now deregistered from the jurisdiction of incorporation.
The company requesting the transfer of office to Cyprus should confirm that no permit is required in order to perform its activities in Cyprus. In case a permit is required, this should be obtained before the application for the transfer of office is submitted.
Summing up, transferring the office of a company in Cyprus is a straightforward process, allowing the transferring entities to remain active while the entity is registered in Cyprus. The company transferring to Cyprus could keep its assets, clientele and financial activities without facing any financial complications arising from the transferring process.
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.
