Introduction:

In the Republic of Cyprus, the Law governing the formation and regulation of Companies is the Companies Law Cap 113 (“The Law”). Pursuant to the amendment of the Law in July 2006, the Article 345B provides for the re-domiciliation of a company in and out of Cyprus.

The re-domiciliation process is the process by which the seat of the Company is transferred from the Country of Incorporation to another Country, provided that the Laws of both Counties allow that.  As a result, the Company continues to exist under the Laws of the Country into which is re-domiciled and is deleted from the Registry of the Country of Incorporation.

This article focuses on the re – domiciliation of Companies in Cyprus.

Procedure:

1. To begin with, the Articles and Memorandum of Association of the Company wishing to re–domicile must allow for this process. In the event that no provision is made, then these must be amended, so that they specifically provide for the continuation.
2. The Company must appoint an Attorney who will sign all the required forms, declarations and affidavits. This Attorney must be duly informed about the facts which she/he is swearing to be true.
3. The Company must file an application with the Registrar of Companies Department, for securing the name under which it will be registered in the Republic of Cyprus.
4. The Form ME1 must be filed with the Registrar of Companies along with the following documents, which must be translated in Greek:
5. Documents

• Special Resolution which authorises the Company to re-domicile in Cyprus;
• Amended Articles and Memorandum of Association (in case there is no provision for the re –     domiciliation of the Company), which will be an exhibit to the resolution of the Shareholders;
• Revised Articles and Memorandum of Association, in compliance with the Laws of Cyprus;
• Certificate of Good Standing from the Country of Incorporation;
• MEA Form, signed by the Attorney;
• Affidavit by a Director of the Company duly authorised by the Board of Directors or by a person to whom the management or the representation of the Company has been given (usually by the Attorney) confirming the solvency of the Company and stating that she/he does not know of any circumstances which could adversely affect the solvency of the company for a period of 12 months after filing the application for re-domiciliation;
• List of the current Directors and Secretary (with all of their details);
• List of the current Shareholders, duly certified (with all of their details);
• Minutes of the Shareholders and the Directors meeting, confirming that (a) the application for re-domiciliation of the Company is allowed by the laws of the Country under which the Company is currently registered and (b) the consent has been given by such number or percentage of the shareholders, the employees, the bond holders and/or the creditors of the Company, according to the Laws of the Country under which the Company is currently registered.
• An affidavit from a Director duly authorised by the Board of Directors or by a person to whom the management or the representation of the Company has been assigned (usually the Attorney) confirming the following:

(a)  The current name of the Company;

(b)  The name which the Company will have in Cyprus;

(c)  The jurisdiction under which the Company was registered;

(d)  The date of incorporation;

(e)  The resolution according to which the Company was authorised to continue in Cyprus;

(f)   That the Company has given official notice to the Authorities of the Country Currently registered about its decision to re-domicile in Cyprus;

(g)  Proof of giving such notice;

(h)  That no procedures of administrative or criminal nature have commenced against the Company for breaking the law of the Country under which is currently registered.

–       Form HE2 details of the registered office of the Company in the Republic.

6. Permits

(a)   In the event that the Company needs a permit to carry out its activities under the Laws of the Country of Incorporation and under Cyprus Law, the Relevant Authority in the Country of Incorporation must give its consent to the Company to re-domicile in the Republic of Cyprus, and such consent must be attached to our application.

(b)   If the Company wishes to carry out in the Republic activities which require a permit, it must apply to the Relevant Authorities of the Republic and obtain the necessary permit(s).

7. Public Companies

Further documents are required for the re domiciliation of Public Companies, in accordance to Article 354D(2) of the Law.

8. Provisional Registration

When the application (form ME1) along with the above mentioned documents are filed with the Registrar, the Registrar if satisfied that these are according to the Law, registers the Company provisionally and certifies that the Company is provisionally registered as of the date of registration. The date of incorporation must be stated on the provisional certificate of registration.

9. Registration

• Within six months from the date of provisional incorporation the Company must submit to the Registrar the form ME 4 along with certificates from the Country or Jurisdiction of initial incorporation, stating that it has been deleted from that Registry and no longer appears to be a Company incorporated according to the laws of that Country/ Jurisdiction.
• If the Company fails to do so, the Registrar may delete the name of the Company from the Registry and notifies the Registrar of the Country of Incorporation that the Company is not registered in the Republic.
• Alternatively the Registrar may extend the period for further three months maximum, if satisfied that there was a good and valid reason why the necessary documents were not filed within the period of six months.
• Note that this period cannot be further extended.
• When the Registrar receives the documents and is satisfied that the Company is no longer registered in the Country/ Jurisdiction of initial incorporation, issues the Certificate of Continuation which certifies that the Company is registered and continues in the Republic.

Rejection

The application for re – domiciliation can be rejected by the Registrar for one of the following reasons:

1. There is a Dissolution/Liquidation Order against the Company or other proceedings have commenced against the Company;
2. A receiver / liquidator has been appointed for the Company;
3. An order has been issued according to which the rights of the creditors are suspended or limited;
4. Proceedings have commenced against the Company, for violating the Laws of the Country of current registration.

Results of the Registration

1. From the date of issue of the Provisional Certificate of Continuation, the Company is considered to be Provisionally Registered in the Republic of Cyprus, as a Legal Entity incorporated under the provisions of the Law and is subject to the same liabilities and has the same powers and capacities like a company incorporated under the Law.
2. The Revised Articles of Association will be considered to be equivalent Memorandum and Articles of Association.
3. The registration is void without any legal effect if it is made for one of the following purposes:

• To create a new legal entity;
• To affect the continuation of the Company as a legal entity;
• To affect the property or assets of the Company and the way in which the Company intends to maintain its property, rights, debts and liabilities;
• To deem ineffective any legal or other proceedings instigated against the Company;
• To exempt or obstruct any condemnation, decision, opinion, order, debt or liability, which is or will be due or avoid anything which is pending against the Company or any of its members or Directors or officers or any person to whom the administration of the Company has been assigned to.

N. Mouktaroudes & Associates LLC

Our lawyers remain at your disposal for further clarification of the above matters and will assist you from the commencement until the completion of this procedure.

Despina Constantinou,

Associate at

N. Mouktaroudes & Associates LLC

January 2015