As per articles 354Α – 354ΙΗ of the Companies’ Law, Cap.113, the re-domiciliation of companies, is possible under certain conditions.
In this respect,
Summary of the provisions of the law as to re-domiciliation of companies is given below.
I. Application for re-domiciliation in Cyprus
An overseas company registered in a country which allows re-domiciliation and which company’s 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 and transfer its registered office to Cyprus pursuant to the provisions of the Companies Law, Cap 113.
II. Necessary documents to be filed with the Cyprus Registrar
The application must be submitted together with the following documents:
It is worth noting that as from February 12th, 2021, the new consolidated form ME1 has been implemented replacing the current ME1 and MEA. The affidavit by the authorized representative of the overseas company, namely MEA, has been replaced by the lawyer’s declaration within the new form ME1.
A director or the management body of the overseas company providing false declaration or making a false declaration as to the solvency of the overseas company, are liable to a crime, and in case of conviction are liable to imprisonment up to 1 year and a fine up to Euro 34.172,00.
IV. Licensed activities
Companies, which offer licensed activities under certain provisions of the law in their jurisdiction and for which similar licenses are required in Cyprus, must produce relevant consent for their re-domiciliation by the proper authorities of their country.
Any overseas company which will undertake any activity for which a license is required in Cyprus, must obtain such a license according to the requirements of Cyprus Law (such companies are among others, Financial Services Companies / Insurance Companies / Banking Institutions).
V. Public Companies
In the case where the overseas company is a public company, then the following must be produced in addition to the above: -
VI. Registration in the Republic
Once the Registrar is satisfied that the documents submitted as above specified are in accordance with the Companies Law, Cap.113, temporarily deposits the relevant documents and certifies that the overseas company is temporarily registered as a continuing entity in the Republic as from the date of such registration.
It will issue the Temporary Certificate of Continuation of the Company in Cyprus and publishes its re-domiciliation to the Official Gazette of the Republic of Cyprus.
If the name of the overseas company is according to the opinion of the Cyprus Registrar confusing or misleading in relation to any other name already registered, the Registrar will request the amendment of the name before registration.
VIII. Legal consequences of temporary registration
The overseas company as from the date of issuing of the temporary registration:
Debt, order or liability against the overseas company or its officials or shareholders.
IX. Time Limit
Within 6 months period form the date of issuance of the temporary registration certificate, with the right to extend it by three (3) months in case of reasonable cause, the overseas company must present to the Cyprus Registrar the following:
The company MUST NOT be removed / cancelled from the foreign registry before the time the Cyprus Registrar issues the Temporary Certificate of Continuation. As at this time it must be in full and proper existence.
The application to cancel its registration in the foreign registry must be made ONLY after the Temporary Certificate of Continuation is issued in Cyprus.
X. Production of evidence of deletion from previous registry
In case the above evidence showing that the overseas company has been stopped from being a company registered in the foreign jurisdiction is not submitted, then the Cyprus Registrar may: -
XI. Final Certificate of Continuation
Once the above document – certificate of discontinuance - is presented evidencing that the overseas company has stopped to be a company registered in the country of initial incorporation, (cancelled from being registered abroad), the Cyprus Registrar issues the final certificate of continuation, which certifies that the overseas company has been registered in the Republic.
It is worth noting that it is up to the discretion of the Cyprus Registrar to request any additional documents that might be necessary for issuing their consent and the finalization of the re-domiciliation procedure following the submission of all the required documents depends entirely on their workload.
XII. Cases where applications by overseas companies to be re-domiciled in Cyprus are rejected
I. Application for re-domiciliation abroad
A Cyprus company registered under the provisions of the Companies Law, Cap. 113 may apply to a foreign country to be registered and continue its existence under that legal regime provided the consent of the Registrar of Cyprus companies has been obtained and the laws of the foreign jurisdiction allow such re-domiciliation.
II. Necessary documents to be produced to the Cyprus Registrar
The application for the consent of the Cyprus Registrar as to the re-domiciliation of a Cyprus company abroad (ME2 Form) must be supported with a declaration signed by at least two directors of the company or one, in case only one is appointed, and must contain the following documents:
III. Conditions that must be met in order for the Cyprus Registrar to give its consent for the re-domiciliation
In order for the Cyprus Registrar to give its consent for the re-domiciliation of a Cyprus company abroad, the following must be met: -
It is worth noting that as from February 12th, 2021, the new consolidated form ME2 has been implemented, replacing the previous forms ME2 and ME3 (solvency statement).
Every director who makes a declaration of solvency without the facts, which he knows or should have known, justify the said declaration, is liable to a crime and in case of conviction is liable to imprisonment up to one year and a fine up to Euro 34.172,00.
V. Rights of Creditors
VI. Consent given by the Registrar
If the above conditions and documents are presented and the three months’ time limit has elapsed without an objection by a creditor being filed, or if an objection was filed and the court rejected the application, the Cyprus Registrar gives its consent for the re-domiciliation of the company abroad.
The period for the examination of the application along with the supporting documentation and issuance of the certificate of consent by the Cyprus Registrar is approximately four (4) months.
VII. Strike-off from the registry
With the issuing of a certificate of continuance, issued by the foreign jurisdiction, a copy is presented to the Registrar of Companies and then the Cyprus Registrar strikes-off the company from the registry, issues a certificate of strike-off and makes a relevant publication in the Government’s Official Gazette.
Once the re-domiciliation outside the Republic is in force, the company ceases to be considered as a company registered in the Republic of Cyprus.
It is noted that the certificate of continuation must by an authentic true copy from the foreign jurisdiction, legalized by the competent authority with apostille. In the event that the foreign jurisdiction does not participate in the Hague Convention (apostille), then the document’s legalization must be carried out by the relevant competent authority.
Further, it is clearly noted that such strike-off from the Cyprus Registry is not a liquidation of the company and such a strike-off:
VIII. Registry of Re-Domiciled Companies
The Registrar keeps a registry of all Cyprus companies, which have received its consent to be re-domiciled abroad.
Whenever documents are needed to be presented with the Cyprus registrar of companies these must be presented in Greek language or in a certified translation in the Greek language.
This publication has been prepared as a general guide and for information purposes only. It is not a substitution for professional advice. One must not rely on it without receiving independent advice based on the particular facts of his/her own case. No responsibility can be accepted by the authors or the publishers for any loss occasioned by acting or refraining from acting on the basis of this publication.
Christos P. Kinanis
Lawyer – Managing Partner
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