Redomiciliation
Corporate re-domiciliation is the process by which a company transfers its domicile from one jurisdiction to another by changing the country under whose laws it is registered or incorporated while maintaining the same legal identity.
On 28th of July 2006 the Cyprus Companies Act, Cap 113 has been amended by Law 124 (I) /2006 so as to allow for the redomiciliation of foreign companies into Cyprus and of Cyprus companies out of Cyprus.
The below documents must be accompanied by the application that is submitted at the Registrar of Companies:
into Cyprus
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Resolution by the Shareholders or a similar document authorizing re-domiciliation;
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Notification letter (official notice) to the Commercial Register of the country of incorporation about the intention of the company to be re-domiciled to Cyprus;
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The new Memorandum and Articles (M&A) of the company which must be prepared in accordance to the Cyprus laws;
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Certificate of good standing;
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An affidavit made by a director that is duly authorized by the board of directors of the foreign company confirming name, country of registration, director’s resolution, confirmation for providing official notification as well as the company being free from any criminal or administrative procedures;
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An affidavit as to solvency by a duly authorized director of the foreign company;
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List of directors and secretary and/or the managers of the foreign company as the case may be;
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List of the shareholders / members of the foreign company;
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Legal Opinion to be issued by a lawyer/Notary in the country of incorporation.
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Cyprus company, after having obtained the consent of the Registrar of Cyprus Companies, can apply to a foreign country to continue its existence under the jurisdiction of that country, provided the laws of that country allow it.
out of Cyprus
To obtain the consent of the Registrar of Cyprus Companies, an application must be submitted accompanied by a statement signed by two directors of the company or in the event whereby the company has only one director, by one director, confirming the following:
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The name of the company under which it wishes to be registered in the foreign country;
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The country of the proposed registration and the address of the appropriate authority;
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The date that it is proposed to establish the seat of the company at the foreign country;
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The Registrar of Cyprus Companies will only approve the continuation of the company at another country if the following conditions are met:
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The application must be approved by a special resolution of the members;
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Before the general meeting of the members, the directors must have present interim Financial Statements showing market value of assets;
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The special resolution and the interim accounts must be submitted to the Registrar of Cyprus Companies to be filed at the company’s file;
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The company must submit to the Registrar of Cyprus Companies a statement of solvency attesting that the directors are not aware of any matters that may negatively affect the solvency of the company within a period of three years. Such a statement must be signed by at least two directors or if there is only one director by one director. Each director of the company which will swear the affidavit without being aware of facts of which he should have been aware of in order to justify the affidavit, will be guilty of an offence punishable with one year’s imprisonment or a fine.
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