Redomiciliation
Company Redomiciliation Cyprus
The Cyprus Companies Law (Cap 113) makes provision for both the transfer of the registered office of a foreign legal entity into Cyprus (inward redomiciliation) and for the transfer of the registered office of Cypriot legal entity out of Cyprus (outward redomiciliation).
Inward Redomiciliation to Cyprus
Under the provisions of the Companies Law, an overseas company, that has been incorporated in an approved country or jurisdiction, can be registered as continuing in the Republic of Cyprus and transfer its registered office and business to Cyprus without being dissolved.
It is a necessary precondition that the legislation of the overseas company’s current jurisdiction allows for such a transfer and that the company’s memorandum of incorporation permits the possibility of its continuation under the legal system of another approved country or jurisdiction.
To proceed with the redomiciliation of registered office to Cyprus, the business owner must first decide upon the company’s:
Whether a foreign company chooses to continue in Cyprus under its existing name or under a new name, the proposed name must be submitted to and approved by the Cyprus Registrar of Companies, which will carry out a search in relation to the proposed name of the company.
Once the name is approved and within six months from that date (a period during which the approved proposed name is reserved), an application for the issuance of a temporary certificate of continuation must be submitted, accompanied by the following corporate documents:
If the foreign company is a public company or a company carrying on a regulated activity for which a licence is required, it will also be necessary to submit the most recent public offer for subscription or equivalent documents or the consent of the competent authorities of the stock exchange where the company has listed its shares.
To ensure regulatory compliance, all documents attached to the application must be true authentic copies from the foreign authorities in the country of incorporation, with appropriate certification and accompanies by a translation into Greek.
If satisfied that the application and the documents have been submitted in accordance with the Companies Law, the Registrar will file them and and certify that the company is provisionally registered as continuing in Cyprus from the date of registration. A temporary certificate of continuation will be issued.
From the date of issue, the company is considered to be a legal person incorporated under the Cyprus Companies Law, provisionally registered in Cyprus and subject to all statutory obligations and able to exercise all powers of a company incorporated in Cyprus. If the company requires proof of the change made in the companies register, it can request certified copies.
The foreign company then has up to six months, with the right to extend by a further three more months in case of reasonable cause, to apply for a permanent certificate of continuation by submitting the following additional information to the Registrar of Companies:
- Certificate or other document from the competent authority of the country or jurisdiction of the company’s original incorporation to evidence that the company has ceased registration in that country or jurisdiction;
- Any other document evidencing that the company has ceased being registered in the country or jurisdiction of its incorporation;
- The temporary certificate of continuation in Cyprus.
Outward Redomiciliation from Cyprus
To apply for the continuation of a Cyprus company in a foreign country or jurisdiction, the applicant is required to submit the following documentation to the Registrar of Companies in Cyprus:
If the company is public and its shares are listed on a stock exchange, it will also need the consent of the stock market, the Cyprus Securities and Exchange Commission, if applicable, and a prospectus or any other equivalent document for public companies.
The Cyprus company is required by law to proceed with the publication of the notice of the special resolution in two daily newspapers of wide circulation in Cyprus and to send a copy of the publication to the Registrar of Companies within 14 days of publication.
After a three-month period from the date of publication of the notice of the special resolution and, providing no objection has been raised, the Registrar of Companies will issue a certificate of consent for the continuation of the company under the national legislation of another country or jurisdiction.
The applicant must then submit to the Cyprus Registrar of Companies an authentic, true and duly certified certificate of continuation that has been issued by the competent authority of the foreign country to which the company is redomiciling, accompanied where applicable by its certified translation.
The Registrar of Companies can then proceed to strike off the company from the Cyprus companies register, issue the certificate of strike off and make the relevant publication in the government’s gazette.
Once the transfer of the company’s registered office (re-domiciliation) outside Cyprus is in force, the company ceases to be considered as a company registered in Cyprus.
European Union Mobility Directive
It should be noted that, as of 2024, special legal provisions apply to redomiciliation of companies with other EU Member States following transposition of the provisions of the EU Mobility Directive (EU) 2019/2121 in respect of cross-border conversions. The Amendment Law mandates the involvement of both the Registrar of Companies and the Cyprus Court. It ensures the protection of employees’ and members’ interests during the conversion process.
Directors of the converting company must draft detailed terms of the cross-border conversion, including the new legal form, name, registered office location, and a proposed timeline. These terms also address rights and protections for members with special rights, securities holders, creditors and employees, along with any special benefits for company officials and compensation details.
Additionally, directors must prepare a report explaining the legal and financial implications of the conversion for employees and members. An independent expert must review the draft terms and provide a report on the adequacy of cash compensation for members.
The company must submit the draft terms of the cross-border conversion, a notice informing members, creditors and employees about the draft terms and their right to submit comments and, if required, the independent expert’s report to the Registrar of Companies at least one month before the general meeting to approve the conversion by special resolution.
These documents are made publicly accessible by the Registrar of Companies and through the interconnection of EU Member States’ registers. Creditors that can demonstrate credible concerns about their claims’ satisfaction due to the conversion can apply to the Court within three months of the disclosure.
Having approved the conversion by special resolution, the converting company must file an application with the Cyprus Court to obtain a pre-conversion certificate. The Court may request additional information and, if all conditions are met, issue the pre-conversion certificate. This certificate is then transmitted to the destination Member State through the interconnection system.
The converting company submits the Court’s approval to the Registrar of Companies, which handles the registration and publication, marking the completion of the conversion. The laws of the destination Member State determine the final registration date.
Upon completion, all assets, liabilities, contracts, credits, rights, and obligations transfer to the converted company, and members retain their status unless they have sold their shares. Employment contracts and relationships existing at the conversion date also transfer to the new entity.
Sovereign Cyprus Redomiciliation Services
Where a company wishes to redomicile, it will need to take advice as to the availability of redomiciliation in both the existing and proposed foreign jurisdictions and the process by which such redomiciliation is to occur, as well as the tax, legal and other consequences.
It should be noted that, under the Cyprus Tax Reform 2026, the rule providing that the tax basis of assets when a company establishes tax residency in Cyprus should equal their fair value was expanded to cover transfers from non-EU countries as well as from EU member states.
Sovereign Cyprus has broad knowledge of Cyprus legal framework and extensive experience of the regulatory requirements for the redomiciliation of companies into or out of Cyprus. Our service will ensure compliance withe Cyprus law, the proper completion of the relevant forms, the collection of the necessary documentation and financial statements, and the making of official submissions. For further information, contact Sovereign Cyprus.
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