Cyprus Company Redomiciliation

Cyprus offers flexible re-domiciling terms, low tax environment and a legal system which safeguards your Company’s interests and assets!

The whole procedure can be completed within 3-4 weeks depending on the foreign jurisdiction’s response time.

There are 10 simple steps that can be done for Cyprus Company Redomiciliation.

  • The existing jurisdiction of the Company must allow re-domiciliation outwards.
  • The Memorandum and Articles of Association of the Company must allow re-domiciliation.
  • Certificate/notification of intent to transfer the domicile signed received by the outgoing jurisdiction’s Companies House must be obtained.
  • The Cyprus Companies House requests some duly apostille documents to be submitted.
  • Three affidavits (solvency, criminal procedures and stakeholders consent) which can either be signed by the authorized person in Cyprus or the existing Directors, however, it is advisable to be signed by the existing Directors.
  • New Mergers And Acquisitions (M&A) as per Cyprus Companies Law.
  • Once the above are obtained in apostille they are submitted to the Registrar of Companies in Cyprus duly translated in Greek.
  • The Registrar of Companies in Cyprus then issues a “Temporary Certificate of Continuation” valid for 6 months.
  • Whithin 6 Months Company Shall Notify the Companies House of the pre-redomiciliation jurisdiction that the domicile of the Company has now been changed.
  • Issue of the Permanent/Final Certificate of Continuation.

TAX Advantages

  • Legal system based on the English Common Law system
  • Corporation tax at only 12.5%
  • Profits generated from transactions in shares, bonds and other qualifying securities are exempt
  • Exemption from dividends paid by a foreign subsidiary to a Cyprus HOLDING Company
  • Exemption on capital gains realized from sales of non-Cyprus assets (i.e. real estate, foreign share capital)
  • No withholding taxes on dividend distribution to foreign non-resident shareholders (Company or individual)
  • Tax losses are carried forward for 5 years

Non-tax advantages

  • Easy and straight forward Company re-domiciliation rules in Cyprus
  • Ability to chose exactly the same (if available) or completely different name.
  • Ability to continue the Company’s pre-relocation business as if its jurisdiction has never changed
  • No stamp duty at Companies House irrespective of number and value of shares as opposed to incorporating a brand new Company where the stamp duty is 0.6% of the nominal value of shares issued.
  • Special purpose vehicles (SPVs) holding property directly will need nothing more than the certificate of continuation to inform local authorities of change of jurisdiction
  • Prestigious location as opposed to other off-shore jurisdictions

Re-domiciliation in 10 simple steps:

1. Existing jurisdiction of the Company must allow re-domiciliation outwards.

2.Memorandum and Articles of Association of the Company must allow re-domiciliation.

3. Certificate/notification of intent to transfer the domicile signed received by the outgoing jurisdiction’s Companies House must be obtained.

4. The Cyprus Companies House requests the following duly apostille documents to be submitted:

  • Certificate of Good Standing prior to Redomiciliation to Cyprus
  • Special resolution of shareholders approving Cyprus re-domiciliation
  • Certificate of intent to transfer domicile (as above)
  • Certificate of incorporation

5. Three affidavits (solvency, criminal procedures and stakeholders consent) can either be signed by the authorized person in Cyprus or the existing Directors, however, it is advisable to be signed by the existing Directors.

6. New Memorandum and Articles (M&A) as per Cyprus Companies Law

7. Once the above are obtained in apostille they are submitted to the Registrar of Companies in Cyprus duly translated into Greek

8. The Registrar of Companies in Cyprus then issues a “Temporary Certificate of Continuation” valid for 6 months

Temporary Certificate of Continuation means that the Company is considered as a legal person duly incorporated according to the Laws of Cyprus and that is temporarily registered in the Republic for the purpose of the Companies’ Law Cap 113.

And

Has the same liabilities and is eligible to exercise all powers that registered companies have according to the Laws of Cyprus.

It is required by the Law that for the above steps the Company shall have an approved representative in Cyprus to manage the whole procedure. A number of forms/documents are completed and submitted by that person which are not mentioned above.

9. Within 6 Months Company Shall Notify the Companies House of the pre-redomiciliation jurisdiction that the domicile of the Company has now been changed

The final “Certificate of Transfer” or “Certificate of Discontinuance” is to be issued confirming that the Company has filed all necessary documents and paid up all necessary fees therefore it has ceased to exist.

10. Issue of the Permanent/Final Certificate of Continuation

Finally the Cyprus Companies House issues the “Permanent/Final Certificate of Continuation” confirming that X LTD was registered from dd.mm.yyyy, in accordance to the Companies Law Cap 113, as a company continuing in the Republic of Cyprus. Certificates of Directors, Secretary, Shareholders and Registered Office are issued as normal and the Company continues to exist in Cyprus as any other Cyprus registered Company.
Cyprus Redomiciliation Experts with wide Relocation experience

FAQs

When is my foreign Company considered Cyprus Company?

The moment that the “Temporary Certificate of Continuation” is issued the Cyprus Company can start trading.

Can I keep the same name?

The answer is Yes, subject to availability.

Will the Company after re-domiciliation have new Memorandum and Articles (M&A)?

Yes the M&A of the new Cyprus Company should comply with the Cyprus Companies Law Cap 113

Will the Company after re-domiciliation have new Directors and Shareholders?

Yes as with any other Cyprus Company the re-domiciled Company should have local Director, Secretary and Registered office. The Shareholder of the Company can remain the same.

Still have questions?

Call us at +357 24663570

Contact us

Where to find us:

HQ Larnaca: 81 Georgiou Griva Digeni Avenue, 6043, Marinos Court, Office No. 301

 

Limassol: 89 Georgiou Griva Digeni Avenue, 3101, Nicolaou & Zavos Center, Office No. 205

P.O. BOX 42656 P.C. 6043

Cyprus

Larnaca – Cyprus

 

Tel: +357 24663570

E-mail: admin@cyprusconsultancy.com


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