Redomiciling a company’s seat of incorporation to the Republic of Cyprus offers businesses with an abundance of opportunities, given the island’s long established development as a significant business and financial hub and an ideal investment gateway to the European Union. Cyprus offers significant tax and other benefits, including a simplified and transparent tax regime, an importantly low-level corporate tax rate, and an extensive network of Double Tax Treaties. For a deeper insight into the reasons for choosing Cyprus as your business’ seat of incorporation, visit our Cyprus at a Glance section found on the side menu.
Transferring a company’s “seat” of incorporation to the Republic of Cyprus
Eligibility for Redomiciliation
A foreign company which, in its Memorandum and Articles of Association (incorporation documents), provides for the possibility of redomiciliation, may file an application to the Department of the Registrar of Companies and Official Receiver (Registrar of Companies) to register in Cyprus as a continuing company pursuant to the provisions of the Companies Act.
The application submitted must be accompanied by the following documentation:
The supporting documentation outlined above must be in an authentic true copy form from the country of incorporation, verified with Apostille in accordance with the Hague Convention by the competent foreign authority over the original foreign-language document. In case the country of incorporation is not a signatory to the Hague Convention, the certification may be made by the relevant competent authority.
Temporary Certificate of Continuation
When the Registrar of Companies is satisfied that the documentation that has been submitted along with the redomiciliation application is in accordance with the provisions of the Companies Act, the Registrar files it and certifies that the company is temporarily registered as a continuing company in the Republic of Cyprus from the date of registration, issues the Temporary Certificate of Continuation and publishes the company’s redomiciliation in the Official Gazette of the Republic of Cyprus. As of the date of issue of the Temporary Certificate of Continuation by the Registrar of Companies, the company is considered to be a legal entity incorporated on the basis of the Companies Act, temporarily registered in Cyprus, subject to all of the obligations and capable of exercising all of the powers of a company that is registered in the Republic of Cyprus.
6-Month Time Limitation
The foreign company has six (6) months from the date of issue of the Temporary Certificate of Continuation to submit the relevant declaration of a foreign company accompanied by evidence from the competent authority of its country of incorporation showing that the company has ceased to be a company registered in the register of companies in that country, usually referred to as a Certificate of Discontinuance, which needs to be duly apostilled.
Cases in which the Redomiciliation application is rejected
An application for the registration of a foreign company as a continuing company in the Republic of Cyprus is rejected in cases where:
Certificate of Continuation
With the presentation of the Certificate of Discontinuance to the Registrar of Companies evidencing that the foreign company has ceased to be a company registered in the country or jurisdiction that it was initially incorporated, the Registrar of Companies will issue a Certificate of Continuation, which verifies that the foreign company has been registered as a continuing company in the Republic of Cyprus
Steps Following Redomiciliation
Following the redomiciliation of the company, the company must proceed to file an application for its registration in the Tax Registry within sixty (60) days from the date of the issuing of the Certificate of Continuation, in order to obtain a tax identification number. Every employer-company is obligated to register in the Employers Register of the Department of Social Insurance Services of the Ministry of Labour, Welfare and Social Insurance. The company is further encouraged to proceed to the protection of its brand by registering its trademark to the Department of Intellectual and Industrial Property. Finally, the company is obligated to be corporate compliant with its obligations that derive from the provisions of the Companies Act and any other applicable legislation.
Our Redomiciliation Practice Portfolio
The process of redomiciliation requires skilful and knowledgeable professionals, with a thorough understanding of the entire redomiciliation process on a practical level, qualities that we possess at ServPRO. Our in-depth understanding of the applicable legislative provisions and the required documentation, coupled with our established hands-on experience in matters pertaining to redomiciliation enables us to help our clients transition through the process in a smooth and transparent manner.