The transfer of the registered office of an overseas company to the Republic of Cyprus, a process colloquially termed “redomiciliation”, contemplates the registration of the overseas company in the Republic of Cyprus as a continuing company.
Cyprus Companies Law inserted corporate mobility provisions back in 2006, enlivening the country’s already eminent company law framework and breathing life into this increasing trend among corporate undertakings globally.
A company that is effectively managed and controlled in Cyprus is liable to a flat corporation tax rate of 12.5%, which arguably renders Cyprus an appealing destination for resourceful international clients. In addition, the robust and longstanding double taxation treaty network with China, Singapore, Thailand and Eastern Europe consolidates Cyprus as a prolific environment for any mobile-thinking company that seeks proactive tax planning.
Before embarking on such a process, and as a number of jurisdictions worldwide have yet to introduce company migration legislation, it is imperative that the laws of the country of incorporation of the company permit it to transfer its registered office to another jurisdiction.
Further, the constituent documents of the company (i.e. its memorandum, bylaws and articles of association) should contain provisions allowing or otherwise facilitating the company to redomicile to another jurisdiction.
Redomiciliation is a parallel process where the Registrar of Companies in Cyprus accepts, reviews and records internal company documents and timely filed foreign public certificates, the latter being compiled and issued by the appropriate overseas bodies.
The filing of these foreign documents in Cyprus, as well as any other necessary forms and actions, are undertaken by an authorised representative of the overseas company in Cyprus, appointed by the company for that purpose.
An advocate licensed to practise in Cyprus can be appointed as authorised representative.
The following original documents need to be delivered certified by the interested company and filed by the authorised representative:
- Shareholders’ resolution authorising the company to register as a continuing company;
- Recent certificate of good standing;
- Two affidavits from a director of the company declaring on oath the following particulars for the company, namely (i) its existing and suggested continuation company name, date and country of incorporation. This should have further annexed the formal notice filed by the company with the authorities in its country of incorporation concerning its decision to redomicile; and (ii) its solvency;
- List of directors and company secretary;
- List of shareholders and shareholding;
- Document or declaration showing that the application to redomicile is allowed by the laws of the country of incorporation and has been consented to by an adequate proportion of interested persons prescribed by law;
- Memorandum and articles of association conforming with Cyprus Companies Law.
This indicative list of documents may be added to in cases of public/listed companies or companies involved in regulated activities.
Once the documents are filed, reviewed and found compliant with Cyprus law, the company is provisionally registered in Cyprus as a continuing company by the Registrar of Companies and an official certificate is issued proving this.
The company should then proceed with filing the provisional continuation certificate to the company registry in its country of incorporation. That submission is necessary in order for the company to be removed from the company registry of the country of incorporation.
Once this has been effected in the country of incorporation, the official certificate of proof would need to be filed in time with the Registrar of Companies in Cyprus, who will in turn endorse the final certificate approving the continuation of the company in Cyprus.
Nick Tsilimidos is an associate at L Papaphilippou & Co in Cyprus
17 Ifigenias street
2007 Strovolos, P.O. Box 28541
2080 Nicosia, Cyprus
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