Re-Domiciliation of Companies to Cyprus

Re-domiciliation allows companies to move their domicile from one jurisdiction to another, without the need for liquidation and reincorporation in the new jurisdiction. This process enables businesses to maintain continuity, while accessing the advantages of a new legal environment.

It is important to note that re-domiciliation is only possible if the legal framework of both jurisdictions recognizes this concept. Under Cyprus Law, the legal framework for re-domiciliation is governed by Cap 113 (Cyprus Companies Law), Section 354.

To embark on a re-domiciliation to Cyprus, companies must ensure that their Memorandum and Articles of Association allow for such a move.

Why Cyprus

Cyprus is an attractive destination for setting up a business, offering multiple benefits such as:

• A services-oriented economy with skilled and knowledgeable professionals
• Legal system based on UK Common Law
• 0% taxation on dividends
• One of the lowest corporate tax rates in Europe, currently at 12.5%
• Wide network of Double Tax Treaties (approximately 60)
• Reduced administrative costs
• Excellent geographic position between Europe, Asia, and Africa

For holding companies, some additional benefits include:

• No withholding tax on dividends, income, or royalties
• Tax exemption on dividends
• Group relief laws
• No capital gains tax on disposals 

The re-domiciliation process

The re-domiciliation process involves the submission of an application to the Registrar, through various forms (i.e., ME1, ME4). These forms must be accompanied by specific documents, listed in Article 354C-354D, Cap. 113. It is essential to apostille and translate all relevant documents into Greek before submission.

Such documents include, amongst others:

• resolution authorizing the foreign company to continue as a legal entity in Cyprus and specifying the company’s current jurisdiction;
• confirmation of compliance with the laws of the foreign jurisdiction;
• confirmation that re-domiciliation is possible under the current jurisdiction’s legislation;
• certificate of a good standing;
• affidavit by the director confirming the company’s solvency;
• relevant details of directors, secretaries, and shareholders;
• amended Memorandum and Article of Association to comply with the Cyprus applicable Laws;
• resolution by the Shareholders or a similar document issued by the appropriate body according to the laws of the foreign country, authorizing the foreign company to become registered in Cyprus as a continued legal body;
• notice to the Commercial Register of the country of incorporation about the intention of the company to be re-domiciled to Cyprus.

The company can continue with its existing name, or change its name if it prefers, provided that the name is considered acceptable by the Cyprus Registrar. A name application should be submitted beforehand.

Certificate of Continuation

Once the Registrar is satisfied with the submission, it issues a temporary Certificate of Continuation, allowing the company to operate under Cyprus law until it provides evidence of deregistration from its original jurisdiction. The deregistration process should be completed within 6 months from the date the temporary continuation certificate is issued.

Once the temporary certificate is issued, the Company is considered a legal entity which has been established according to Cap. 113 and has all the rights and obligations of a Cyprus company. The overseas company should not be de-registered under any circumstance until the temporary certificate of continuation is obtained. As soon as the company provides evidence that it is no longer registered in its jurisdiction of origin, the Registrar will issue a final Certificate of Continuance in Cyprus.

It is important to note that the Registrar may reject an application of re-domiciliation if one or more of the following applies:

• There are dissolution proceedings in place against the company
• A Liquidator has been appointed
• There is a restrictive order or judgement
• There are procedures for infringement

How we can help

Our experienced team in Cyprus has acted or advised in relation to numerous re-domiciliations, both to Cyprus and out of Cyprus. We can assist and provide guidance throughout all stages of the process:

• Handling the entire re-domicilation process from the Cyprus side, including the necessary documentation, such as Directors’ resolutions, shareholders’ minutes, affidavits, updated Memorandum and Articles of Association.
• Liaising with lawyers /advisors in other jurisdictions for the coordination of the matter.
• Dealing with all the other parties involved, including auditors and translators, to arrange for the translations of documents into English or Greek where applicable.
• Undertaking all the filings with the Registrar, as well as the Publications in Newspapers required by Law.

If you have any questions or want to know more about how we can assist you, please contact Dina Lophitou in our Cyprus team at dlophitou@tridenttrust.com