Re-Domiciliation Out of Cyprus

Procedure of re-domiciliation of a Cyprus Company out of the Republic of Cyprus.

Application for re-domiciliation abroad

A Cyprus company registered under the provisions of the Companies Law, Cap. 113 may apply to a foreign country to be registered and continue its existence under that legal regime provided that the following has been obtained:

(a) the consent of the Registrar of Cyprus companies has been obtained; and

(b) a legal opinion from the foreign jurisdiction proving that such re-domiciliation is allowed.

Necessary documents to be produced to the Cyprus Registrar

Application for the consent of the Cyprus Registrar as to the re-domiciliation of a Cyprus company abroad (ME2 Form), supported with a declaration signed by the director of the company. It must also contain the name of the company under which is requested to be registered in the foreign country, the place where the registration will take place, the name and the address of the relevant authority of the foreign country and the date suggested for the re-domiciliation of the company.

Conditions that must be met in order for the Cyprus Registrar to give its consent for the re-domiciliation

In order for the Cyprus Registrar to give its consent for the re-domiciliation of a Cyprus company abroad, all the following must be met:

• Special resolution by the shareholders of the company to be issued authorising the re-domiciliation;
• Before the shareholders meeting takes place for the approval of the re-domiciliation the directors prepare and present interim financial statements as up to the date of the shareholders’ general meeting. It is worth noting that the interim financial statements to be submitted with the Cyprus Registrar must be certified as true copies of the original;
• The special resolution mentioned above along with the interim financial statements to be filed with the Registrar;
• The company to file with the Cyprus Registrar, a declaration of solvency (ME3 Form), signed by at least two directors or in case of only one director in office by that one, confirming that the directors of the company do not know of any cases that will affect negatively the solvency of the company within a time limit of three years; Every director who makes a declaration of solvency without the facts, which he knows or should have known, justify the said declaration, is liable to a crime and in case of conviction is liable to imprisonment up to one year and a fine up to Euro 34.172,00;
• If the company exercises an activity for which a licence is needed, relevant consent letter to be produced by the relevant authority granting such a licence, approving the continuance of its activity abroad;
• In case the company is a public company and its shares have been listed in any recognized stock exchange relevant consent from the stock exchange and the Cyprus capital market commission to be produced;
• All the charges to be paid and all procedures to be completed in relation to the activities of the company pursuant to the Companies Law Cap113;
• The relevant charges related to this application to be paid;
• No procedures to have been started, for the dissolution of the company, insolvency proceedings, arrangements or settlements, execution of a court judgment or other similar procedures against the company;
• The company at the time of filing of the application must not have infringed its obligations according to the provisions of the Companies Law Cap.113; and
• The company must have paid all its due taxes and custom duties if any, to the appropriate Cyprus authorities.

Rights of Creditors in re-domiciliation

The Registrar of Companies will not grant its consent for re-domiciliation unless three months’ time limit will elapse from a publication that will be made in two daily newspapers of wide circulation in the Republic of Cyprus of a relevant notice indicating the intended re-domiciliation of the company. Such a publication must be produced to the Registrar within 14 days from the date of publication.

During the time limit of the three months mentioned above, any creditor of the company may object to the re-domiciliation of the company abroad by filing a relevant application to the court showing sufficient reason why such a re-domiciliation should not take place. The court may approve such re-domiciliation, reject the re-domiciliation or impose conditions as to this re-domiciliation.

If the above conditions and documents are presented and the three months’ time limit has elapsed without an objection by a creditor being filed, or if an objection was filed and the court rejected the application, the Cyprus Registrar gives its consent for the re-domiciliation of the company abroad.

The period for the examination of the application along with the supporting documentation and issuance of the certificate of consent by the Cyprus Registrar is approximately four (4) months.

Strike-off from the registry

With the issuing of a certificate of continuance, issued by the foreign jurisdiction, a copy is presented to the Registrar of Companies and then the Cyprus Registrar strikes-off the company from the registry, issues a certificate of strike-off and makes a relevant publication in the Government’s Official Gazette. Once the certificate of continuation is issued by the competent authority of the country of choice, the company shall deliver to the Registrar of Companies by hand/post a copy of the said certificate of continuation, accompanied by its certified translation, either by an affidavit or by sworn translator of the Republic of Cyprus.

Once the re-domiciliation outside the Republic is in force, the company ceases to be considered as a company registered in the Republic of Cyprus.

It is noted that the certificate of continuation must be an authentic true copy from the foreign jurisdiction, legalised by the competent authority with apostille.

Further, it is clearly noted that such strike-off from the Cyprus Registry is not a liquidation of the company and such a strike-off does not revoke or affect the jurisdiction of any court in the Republic on any procedure which started by or against the company before deletion, does not affect the assets of the company and does not acquit or affect in any way any judgment, conviction, opinion, order, debt, liability or obligation, which is due or will become due, from any cause against the company.

Registry of Re-Domiciled Companies

The Registrar keeps a registry of all Cyprus companies, which have received its consent to be re-domiciled abroad.