The procedure of re-domiciliation of a foreign company to Cyprus is as follows:
An application by a foreign company to register in Cyprus is made to the Registrar of Companies which should be accompanied by the following documents (which must be duly certified with an apostil and officially translated in Greek) of the foreign company:
- the certificate of incorporation;
- the corporate resolution authorizing the transfer-in and continuation in Cyprus;
- a certificate of good standing;
- an affidavit by a Director, duly authorized by resolution, confirming (i) the name of the company and the name by which it intends to continue; (ii) the jurisdiction and date of incorporation; (iii) the resolution to transfer to and continue in Cyprus; (iv) that notification has been made to the jurisdiction of incorporation as to the transfer and continuance in Cyprus and proof of such notification must be provided; (v) that there are no proceedings administrative or criminal against the company in contravention to the laws of its jurisdiction of incorporation;
- an affidavit by a Director, duly authorized by resolution, containing a statement of solvency confirming that no circumstances exist to negatively influence such solvency within a period of 12 months from the date of submission of the application to continue;
- certificate of Directors and Secretary (if appointed);
- certificate of Shareholders;
- such other documents as may be necessary for the Registrar to satisfy itself that (i) such an application is permitted by the transfer-out jurisdiction; and (ii) the consent required to effect the transfer out and continuation has been obtained by the relevant threshold of members, debenture holders and/or creditors as the requirements of the transfer-out jurisdiction may be.
Article 354B provides that an overseas company may continue under the legal regime of another approved country or jurisdiction, if its memorandum enables it to do so and may ask from the Registrar to be registered as a company continuing in the Republic pursuant to the provisions of the Companies Law (Cap.113).If the company is carrying out a licensed activity it will need to satisfy local licensing criteria for the relevant activity.
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. 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.
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.
Situations where the application may be disregarded:
- Dissolution procedures have been initiated or the company has been the subject matter of a court decision which remains as disregarded or other procedures have been initiated against the company
- A liquidator has been appointed for the company
- There is a decree or a court decision restricting the rights of the creditors of the company
- The company has violated the legislation of its country and procedures have been initiated against it.
