Areas of Practice

Redomiciliation of Foreign Companies

As from 2006 a new law has been enacted in Cyprus as an amendment to the Companies’ Law Cap. 113 , by which:

  • • foreign companies can be re domiciled in Cyprus, and
  • • Cyprus registered companies can be re domiciled abroad

 

A foreign company registered in a country which allows re-domiciliation and whose Memorandum and Articles of Association provide for the possibility of re domiciliation, may apply to the Registrar of Companies in Cyprus to be registered in Cyprus as a continuing company pursuant to the provisions of the companies.
Law Cap 113 .

 

Companies which offer licenced activities under certain provisions of the law in their jurisdiction and for which similar licences are required in Cyprus, must produce relevant consent for their re domiciliation by the proper authorities of their country.

 

Public companies
In case the foreign company is a public company, then the following must be produced:

  • • the prospectus of the foreign company, once the shares have been offered to the public
  • • if it is listed in a Stock Exchange, evidence of consent of the foreign stock exchange allowing re domiciliation in Cyprus must be provided
  • • list of present shareholders duly certified

 

Temporary registration
From the date of issuing the temporary registration the foreign company:

  • • is considered as a legal entity duly incorporated according to the laws of Cyprus
  • • has the same liabilities and is eligible to exercise all powers that registered companies have according to the laws of Cyprus
  • • the constituent document of amendment is considered as the Memorandum of the company and where applicable as its Articles of Association
  • • the registration of the foreign company is not lawful and is void if it is done for the purpose of establishing a new legal entity to damage or affect the continuance of the foreign company as a legal body, to affect the property of the foreign company and the way this company will maintain its assets, rights and obligations, to render ineffective any legal or other procedures filed or to be filed against the foreign company, or prohibit from any conviction, judgment, opinion, debt, order or liability against the foreign company or its officials or shareholders.

 

Within six months from the issuing of the temporary registration certificate, the foreign company must present evidence to the Registrar of Companies that it has been disallowed from being a company registered in the country of initial incorporation.