Redomiciliation of a Cypriot Company
Prior 2006 Cypriot companies could not switch to other Jurisdictions, this has become possible after Cyprus Parliament voted Law 124(I)/2006. In order for a company to be transferred to another Jurisdiction must satisfy two criteria. Firstly it need to obtain the consent of the Registrar and secondly it need to apply to another jurisdiction for the transfer.
Get approval from the Registrar.
The company’s memorandum must contain provision of allowing a company to switch jurisdictions and if it does not the company should amend the memorandum and articles of association and add the provision that the law requires.
As soon as the provision is added or if the company already has this provision the two directors of the company must sign a statement alongside the application of redomiciliation that must contain the following:
- Company Registration Number, Company Name and Company’s registration office address
- The activities of the company
- The Company name that the company will carry outside Cyprus
- Which Jurisdiction is the company going to redomicile
- Name and address of new jurisdiction Authority
- Date of redomiciliation (i.e. the date that company is going to start operations in the new jurisdiction)
Furthermore in order for the Registrar to approve the redomiciliation of the company to the new Jurisdiction the following need to be satisfied.
- The company members need to approve the application of redomicilation
- The special resolution of company members need to approve also the financial statements of the company which show the value of company’s assets.
- The special resolution and financial statements of the company need to be submitted at the Registrar’s office
- Also two directors must sign a solvency statement and submit it to the Registrar indication that the directors of the company are not aware of any matters that may lead to the insolvency of the company within a period that covers three years.
Company need also to finalize the following in order for the application to proceed:
- Company should file documents to relevant Authorities indicating that does not owe in taxes.
- An approval from a Cyprus regulatory authority for continuation of company to other jurisdiction has been submitted
- If the company has listed its shares in stock exchange a consent is required form Cyprus Council of Securities and Exchange Commissions
- Statement indicating that there are not any pending cases against the company
- All relevant fess for the redomiciliation application have been paid
- According to Section 354 IB(1)(D) , public companies need to submit a statement in lieu
- If activities of Company require specific permit, the company needs to submit that permit from the new jurisdiction to the Registrar of Companies.
- All taxes and duties have been paid in full from the company.
Deregistration of company from Cyprus Registrar
Companies have fourteen days to submit to at least two daily newspapers a notice of the special resolution and provide it as an evidence to the Registrar of Cyprus Companies. As soon as the registrar receive the publications he will provide a timeframe of three months before removing the company from the Registry of Companies in order for any creditor to have the capability and time to file an objection for the company redomicilation.
The Registrar will provide his consent after three months have passed and if there is no objection and given the fact that all required documents and statements have been submitted. Then the company will need to provide to the Registrar a Certificate of Continuation that was issued to the company from the relevant overseas authority. If all the above are satisfied then the company is deleted from the registry and a Certificate of Deletion is issued. The registrar will retain in his records alongside with all the relevant documentation the companies that he has given his consent for redomicilation
For more information and guidance get in touch with our lawyers or email iMPK Global Business Law Firm – Cyprus Lawyers – Michalaki, Pitsillidou & Co. LLC, at firstname.lastname@example.org .Tel. +357 99345000 – Fax +357 25 660097.