Corporate re-domiciliation is the process by which a company transfers 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.
In order to re-domicile a foreign company to Cyprus it must be registered in a country that allows re-domiciliation and the Memorandum and Articles of Association must provide this possibility. If this requirement is fulfilled then the company may apply to the Registrar of Companies in Cyprus to be registered as a continuing company pursuant to the provisions of the Companies Law Cap 113.
The below documents must be accompanied by the application that is submitted at the Registrar of Companies:
- Resolution by the Shareholders or a similar document authorizing re-domiciliation
- 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 must be prepared in accordance to the Cyprus laws.
- Certificate of good standing.
- An affidavit made by a director that is duly authorized by the board of directors of the foreign company confirming name, country of registration, director’s resolution, confirmation for providing official notification as well as the company being free from any criminal or administrative procedures.
- An affidavit as to solvency by a duly authorized director of the foreign company
- 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.
If the documents submitted are deemed satisfactory by the Registrar and are in accordance with the law then, the documents are temporarily deposited and issues a certificate that the foreign company receives a temporary registration as a continued entity in the Republic of Cyprus. Within a period of six months from the date of such registration the company must prove that its registration in the foreign country has been cancelled. Once the Certificate of Discontinuance is issued by the foreign authorities the Cyprus Registrar issues the Final Certificate of Continuation.