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Procedure of re-domiciliation (transfer) of an overseas company to Cyprus

Cyprus is and has always been considered as one of the most favoured holding company jurisdictions in Europe and this resulted to the re-domiciliation (transfer of office) of many foreign companies to Cyprus.  
The re-domiciliation (transfer) of these companies to Cyprus can be effected under the Companies Law of the Republic of Cyprus, Cap 113 and more specifically under Article 354A of the Law.  
Article 354B provides that an overseas company may continue to exist/be active 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).
Article 354C provides that an application should be made and submitted to the Registrar of Companies in Cyprus by the foreign/overseas company in question to register in Cyprus.  The application should be accompanied by various corporate &/or legal documents which concern the foreign company (which must be duly certified with an apostil and officially translated in Greek) such as:
(a) the Certificate of Incorporation of the overseas company;
(b) a copy of the revised memorandum of the overseas company, which satisfies the requirements for the incorporation of the company according to the Companies Law Cap. 113 and which is in conformity with the laws of the country or jurisdiction of incorporation of the overseas company;
(c) a certificate of good standing or an equivalent document of the overseas company issued by the relevant authority of the country or jurisdiction in which the overseas company is incorporated;
(d) a sworn affidavit by a director of the overseas company duly authorised by the Board or an equivalent administrative body or by a person to whom the management or the representation of the overseas company has been assigned, confirming:
  1. the name of the overseas company and the name under which it will continue to exist;
  2. the jurisdiction under which the overseas company has been incorporated;
  3. the date of incorporation of the overseas company;
  4. the resolution or the equivalent document deciding that the overseas company will be incorporated as continuing in the Republic; 
  5. that the overseas company has given official notice to the relevant authority in the country of incorporation of its intention to be registered as continuing in the Republic, according to the procedure laid down in the Companies Law Cap. 113;
  6. that no administrative or criminal proceedings have been commenced against the overseas company for the contravention of the laws of the country or the jurisdiction in which it has been incorporated.
(e) a sworn affidavit by a director of the overseas company duly authorised by the Board, which confirms the solvency of the overseas company and by which the signatories will declare that they are not aware of any circumstances which could affect in a negative and substantial manner the solvency of the company in a period of twelve months from the date of submission of the relevant application;
(f) a list of the directors of the overseas company and of the secretary of the company if any, and of the persons to whom the administration and or the representation of the company has been assigned; 
(g) a list of the current members of the overseas company certified in such a way that the Registrar may possibly demand and in such a way that will be acceptable to the Registrar; 
(h) 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.
If the company is carrying out a licensed activity, it will need to satisfy local licensing criteria for the relevant activity (Article 354D).  
When the above documents are submitted, the overseas company will be issued with a certificate of temporary continuation.  Within six months from the date of issue of the certificate of temporary continuation, the company must submit to the Registrar proof that it has been de-registered from its transfer-out jurisdiction. The company is then issued with its permanent certificate of continuation (Article 354H). 
If the company does not procure such proof of deregistration within six months, then the Registrar may (a) remove the name of the overseas company from the register and inform the competent authority of the country or jurisdiction concerned that the company is not registered in Cyprus, or (b) in case there is reasonable cause for not having submitted the above-mentioned documents, allow an extension of three months during which the said documents have to be submitted: 
Provided that in case the documents are not submitted within the prescribed period there is no further extension of time (Article 354G).  Situations where the application may be disregarded (Article 354I):
1) 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;
2) A liquidator has been appointed for the company;
3) There is a decree or a court decision restricting the rights of the creditors of the company;
4) The company has violated the legislation of its country and procedures have been initiated against it.
N. Pirilides & Associates LLC has a long expertise in this area of corporate practice and can be of assistance. For more information and/or enquiries, do not hesitate to contact us at info@pirilides.com. 

Registration form for Cyprus Companies - English