RE-DOMICILIATION OF A CYPRUS COMPANY OUT OF CYPRUS
The Cyprus Companies Law Cap. 113, allows the transferring of the seat of a Cyprus company out of the Republic at foreign jurisdiction.
There are two steps to be followed in order for a Cyprus company to re – domicile out of its jurisdiction:
- The consent of the Registrar of Cyprus and Official Receiver must be obtained
- The company must apply to a foreign country to continue its existence under the jurisdiction of that country, provided that the laws of that country permit it.
Procedure at the Registrar of Cyprus
An application must be prepared and submitted together with a statement of directors which shall contain:
- The name, incorporation number and registered office of the company
- The activities of the company
- The jurisdiction where the company shall re domicile along with the name and address of the relevant overseas authority
- The proposed name to be used for the continuation of the company outside Cyprus
- The date that it is proposed to establish the seat of the Cyprus company at the foreign jurisdiction.
Important note: The company’s Memorandum and Articles of Association must contain a provision allowing the company to re – domicile out of Cyprus. If no such provision exist, then an amendment to the Memorandum and Articles of Association must be filed prior the re-domiciliation process.
The application for re-domiciliation must be approved by a special resolution of the company’s members. The same special resolution must also approve the interim financial statements that were presented before the general meeting, showing the market value of the assets of the company.
The above mentioned special resolution together with the interim financial statements have to be filed at the Registrar of Companies in Cyprus.
A statement of solvency has to be submitted by the directors of the company at the Registrar of Companies confirming that the directors are not aware of any matters that may negatively affect the solvency of the company within a period of three years.
The Cyprus company is obliged to publish a notice of the special resolution in two local newspapers. Proof of publication must be filled at the Registrar of Companies in Cyprus within fourteen days from the publication date.
The Registrar of Companies in Cyprus will allow 3 months from the date of the publication prior giving its consent for the re-domiciliation out of the company so that any creditor will have time to submit an objection for the continuation of the company at a foreign jurisdiction.
Finally, the company must submit to the Registrar of Companies in Cyprus the certificate of continuation issued by the foreign country in order for the Cyprus Registrar to delete the company from the registry and issue the certificate of deletion.
As soon as the certificate of deletion is issued, the company is deemed that it is no longer a Cyprus company but acquires the jurisdiction of the foreign country.