RE-DOMICILATION TO CYPRUS
The issue of re domiciliation is governed under Article 354 of the Companies Law Cap 113 relating to the transfer of a registered office of a particular company to Cyprus. There are major benefits of re-domiciliation including that the Cypriot or foreign companies continue to maintain their legal identity even after their transfer to a foreign country or Cyprus respectively and the foreign companies become tax residents of Cyprus for corporate purposes and may benefit from Cypriot favorable taxation without much of a burden.
- First of all it needs to be confirmed by lawyers in the foreign company that their laws allow such procedure.
- A foreign company can apply to the Registrar of Companies of the Republic of Cyprus to continue its existence under the jurisdiction of Cyprus, only if its Memorandum specifically provides for this.
- A proposed company name must be approved by the Registrar prior filing the application.
- An application (ME 1& ME A) must be submitted by the foreign company to the Registrar of Companies of Cyprus together with various documents including amongst others for example a resolution by the directors of the foreign company approving the continuation of the company in Cyprus and a certificate of good standing of the foreign company.
5. All the documents need to be in original and officially translated in Greek (either by affidavit or by PIO).
6. When the above mentioned documents are submitted, the company will be issued with a certificate of temporary continuation and will be considered a legal person for the purposes of the law. Then the Company shall submit to the foreign jurisdiction the said certificate (in English) duly certified by its director.
7. Within six months from the date of issue of such certificate of temporary continuation, the company must submit to the Registrar proof that it has been "deregistered" from its transfer-out jurisdiction, i.e. to submit a final certificate of discontinuation from the jurisdiction originally coming together with ME 4.
8. The company is then issued with its permanent certificate of continuation. If the company does not procure such proof of deregistration within six months, then the Registrar may (i) delete the name of the company from the register and inform the jurisdiction of incorporation that the company has not been registered in Cyprus; or (ii) if there is a reasonable cause for the delay, extend the period for submission of proof of deregistration by a final three month period, after which no further extensions are granted and deletion and notification ensue.
For further information on this topic please contact Ms. Nada Starovlah (email@example.com) at SOTERIS PITTAS & CO LLC, by telephone (+357 25 028460) or by fax (+357 25 028461)