RE – DOMICILIATION OF COMPANIES OUT CYPRUS

Введение

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 Articles 345B – 345IH provide 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 Law of both Countries allow that. Thus, when the process is completed, the Company ceases to exist (deleted) from the Registry of the Country of its incorporation and it continues to exist as a legal entity under the Law of the Country into which is re-domiciled. The re-domiciliation of Companies out of Cyprus enables: Cypriot Companies to transfer their registered office to a foreign Country or jurisdictions.

The article focuses on the re-domiciliation of Companies out Cyprus.

Procedure

The following procedure is required in order for a Cyprus Company to transfer its registered office out of Cyprus:

  1. The Memorandum and the Articles of Association of the Company must include a provision that allows the Company to transfer its seat and re-domicile under the legal regime of another Country or jurisdiction. If there is no such provision in the Memorandum and the Articles of Association, the Company must proceed with the amendment of the Articles of Association and incorporate a provision which allows the Company to re-domicile out of Cyprus.

  • Cypriot Companies that wish to re-domicile to another Country or jurisdiction, must obtain the following, as it is prescribed under Article 354 of the Law:

  1. The consent of the Registrar of Cyprus Companies
    1. Apply to the Country or jurisdiction to which it wishes to register and continue its existence, provided that the laws of the Country permit the re-domiciliation of a Cypriot Company.

  • To obtain the consent of the Registrar of Companies:

  • An application must be filled to request the consent of the Registrar. The application shall be accompanied by a statement signed by at least two directors of the Company or in case the Company has a sole director shall be signed by the latter. The statement must include the following:

  • The name of the Company under which is requested to be registered in the foreign Country or jurisdiction.
    • The place where the registration will take place, the name and the address of the foreign competent authority that deals with re-domiciliation.
    • The date suggested for the re-domiciliation of the company.

  • In order to obtain the consent of the Registrar of Companies, the following must be met:

  • The members of the Company approved the application for re-domiciliation following a special resolution.
  • The interim financial statements of the Company are presented before the general meeting and the market value of the assets of the company need to be approved through the special resolution.
  • The special resolution and the interim financial statements have been filed to the Registrar of Companies.
  • A statement of solvency was signed by two directors of the company or in case the company has a sole director then the latter signs, and the statements are submitted to the office of the Registrar of Companies attesting that the directors are not aware of any matter that may negatively affect the solvency of the Company within the period of three years.
  • In cases the activities of the Cypriot Company required specific permit, a consent of the relevant authority of the continuation of the Company abroad shall be presented to the Registrar of Companies.
  • An approval from the relevant Cyprus supervisory or regulatory authority for continuance of the Company outside the Republic has been submitted.
  • Cypriot Companies that have their shares listed on the Cyprus Stock Exchange need a consent that has been obtained and submitted from the Stock Exchange of the Cyprus Council of Securities and Exchanges Commission.
  • The Cypriot Company must obtain and submit the consent from the Cyprus Securities and Exchange Commission.
  • A statement in lieu of prospectus or corresponding document for public Companies.
  • All the fees in relation to the application for re-domiciliation have been paid.
  • There are no pending court cases or liquidation procedures against the Company, and
  • The Cypriot Company must be up to date with the submission of annual returns to the Registrar and ensures that all the annual fees and other sums required to be paid under the Law have been paid. VAT and social insurance clearance certificates are necessary to be obtained and submitted to the Registrar along with the application of tax confirming that the Company does not owe any taxes and custom duties.

  • The Company must publish a notice of the special resolution in two daily newspapers and the proof of publication must be filed and submitted to the Registrar of Cyprus Companies within the period of fourteen days from the day the notice of the special resolution was published.

  • The Registrar three months after receiving the proof of publication will delete the Company from the Register. This is to give the time to any creditors to submit an objection for the continuation of the Company abroad to the court.

  • When the time period of three month passes and there are no objections for the continuation of the Company abroad from creditors and given that all the requirements are met, the Registrar will give its consent to the Company to re-domicile.

  • The Company must then provide a certificate of continuation issued by the foreign competent authority, in order for the Registrar to delete the name of the Company and issue a certificate of deletion.

  • Documents – Information
    • Name of the Company in Cyprus
    • Activities of the Company in Cyprus
    • Date of incorporation (copy of the incorporation certificate)
    • Share capital (copy of the certificate of shareholders)
    • Memorandum  & Articles of Association
    • Certificate of directors

Results of the Registration in a Country or jurisdiction out of Cyprus:

  • At the time the Company submits all the documents required, the Cypriot Company is deleted from the Register of the Registrar of Companies Department and the Registrar issues a certificate of deletion.

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.

Эфи Хаджистилли

Trainee Advocate at

N. Mouktaroudes & Associates LLC

November 2021