RE-DOMICILIATION OF FOREIGN COMPANIES TO CYPRUS
The Cyprus Companies Law Cap. 113, allows the transferring of the seat of a foreign company at the Republic of Cyprus. There are several reasons behind the decision of a foreign company to re-domicile in Cyprus as follows:
- To take advantage of the wide Double Tax Treaty Network applicable in Cyprus
- To gain access to the European Union directives
- Companies that are coming from complex and strict tax systems can benefit from a more flexible tax regime in Cyprus
- No withholding taxes or thin capitalization rules apply in Cyprus
Commencement of the procedure:
The company’s Memorandum and Articles of Association must contain a provision allowing the company to re – domicile out of its jurisdiction. If no such provision exist, then an amendment to the Memorandum and Articles of Association must be filed prior the re-domiciliation process.
Cyprus Company Requirements
Requirements by 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 Republic of Cyprus to be mentioned as the jurisdiction where the company shall re domicile along with the name and address of the Registrar of Companies in Cyprus.
- The proposed name to be used for the continuation of the company in Cyprus. Such name must be approved by the Registrar of Cyprus.
- The date that it is proposed to establish the seat of the company to Cyprus.
- That the company is solvent and the directors are not aware of any circumstances which could affect the solvency of the company within the period of twelve months.
The application for re-domiciliation must be approved by a special resolution of the company’s members.
The Company shall submit at the Registrar of Cyprus the Memorandum & Articles which must comply with Cyprus Companies Law Cap. 113 as this M&A will become the official constitution document of the company as soon as it is re-domiciled to Cyprus.
A certificate of Good standing or the equivalent to serve as evidence that the company is in compliance with the requirements of incorporation of the authority of home country. If no such document exist in that jurisdiction, then a legal opinion must be obtained.
The list of the directors and secretary of the company must be provided.
The Registrar of Cyprus once satisfied that all the above requirements have been met, will issue the temporary certificate of re domiciliation.
Subsequently the company must submit evidence from the relevant body of the country of origin that it has ceased to be a company registered in the home country. Such evidence must be provided within 6 months from the issuance of the temporary certificate of re – domiciliation.
Upon acceptance of the evidence received by the foreign jurisdiction, the Registrar of Companies in Cyprus will issue the final certificate of registration.
As soon as the final certificate of registration is issued, the company is deemed to be a Cyprus company and any connection with the Registrar of Companies at the home country is terminated.