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Companies redomicile for a variety of reasons, such as to benefit from a favourable tax environment, take advantage of less stringent regulations, align their place of registration with their shareholder base and realize cost savings.
 
Cyprus Company Law (Companies (Amendment) Law of 2006, Law No. 124(I)/2006, allows foreign companies to transfer their domicile in and out of Cyprus.
 
Foreign companies that choose to transfer their domicile to Cyprus are able to do so while preserve their existing legal status, goodwill and operational history. They are also able to benefit from Cyprus’ favourable tax regime, less regulatory scrutiny and lower operational costs.
 
In order for a foreign company to be able to re-domicile in Cyprus, it must:

• Be registered in a jurisdiction that allows re-domiciliation and;
• Its Articles and Memorandum of Association provide for the possibility of redomiciliation.

The first step of the process is to submit an application along with the required documents to the Cyprus Registrar of Companies in order to obtain a Temporary Certificate of Registration.
 
The required documents are the below:

• Member’s resolution or a similar document authorizing the foreign company to be registered in Cyprus as a continued legal body and to approve the new version of the company’s Memorandum and Articles of Association.
• Copy of the constitutional documents of the foreign company
• Certificate of good standing
• An affidavit made by a director duly authorized by the board of directors of the foreign company confirming the following:  

1. The current company name of the foreign company and the name under which it will continue its existence in Cyprus
2. The approval of the new version of company’s Memorandum and Articles of Association
3. The jurisdiction where the foreign company is registered
4. The date of registration of the foreign company
5. The resolution specified above authorizing the registration and continuation of the existence of the foreign company in Cyprus
6. That the foreign company gave an official notice according to the laws of the country of jurisdiction as to its decision to be re-domiciled in Cyprus. Evidence of such notice must be attached.
7. That no criminal or administrative procedures have been commenced against the foreign company for infringement of the law of the country or registration

• Affidavit by a duly authorized director of the foreign company confirming the financial good standing and solvency of the foreign company.
• List of directors of the Foreign Company and/or the secretary and/or the managers of the foreign company
• List of the shareholders/members of the foreign company
• Such other documents as the Cyprus Registrar of Companies may deem appropriate in order to be satisfied that: 

1. The country of foreign jurisdiction allows such an application for re-domiciliation
2. The proper number of shareholders or other necessary persons, as defined by the foreign law, have given their consent for this application

Following the submission of application, if the Registrar of Companies is satisfied with the application and supporting documents, it will issue a Temporary Registration Certificate stating that the foreign company is temporary registered as a continued legal entity in Cyprus.
 
The foreign company must then, within a period of six months, present to the Cyprus Registrar evidence that is has been stopped from being a company registered in the country of initial incorporation.
 
If the Cyprus Registrar is satisfied with the evidence, it will then proceed to issue a Certificate of Continuation certifying that the company has been registered in Cyprus as a continuing company pursuant to the provisions of the Cyprus Company Law.
 
It is also important to note, that whereas a foreign company that will be re-domiciled in Cyprus will carry on any licensable activity in or from Cyprus, it is required to obtain the relevant license or permit from the competent Cyprus authority before commencing any business activity, as required under the Cyprus laws.
 
If you are interested in redomiciling your company to Cyprus, your first step is to contact us for a complimentary consultation. You can send us an e-mail at info@internetincorporate.com or fill in our contact form and we will get back to you within 24 hours.