Requirements for applying to the Department and Registrar of Companies in Cyprus for re-domiciliation

A foreign company in applying for the change of its seat to Cyprus should submit to the Department of Registrar of Companies relevant application along with the following documents:

  • Resolution (or an equivalent document) taken by such body of the foreign company and by such majority under the law of the jurisdiction of the foreign company incorporation and following its Memorandum and Articles of Association authorizing the foreign company to register as a continued legal body in the Republic;
  • A revised Memorandum and Articles of Association of the company pursuant to the provisions of the Law of the Republic and the provisions of the laws of the country of company incorporation;
  • Certificate of good standing or an equivalent document issued by the competent authority of the country of incorporation of the foreign company;
  • Affidavit made by the director/consultant of the foreign company authorised by the board of directors or an equivalent body of the foreign company confirming the following: –

(i) the name of the foreign company and the name under which it is planning to continue in the Republic, which must comply with the provisions of the Law concerning requirements for the founding documents of the company;

(ii) the country of incorporation of the foreign company;

(iii) the incorporation date of the foreign company;

(iv) the resolution or corresponding document evidencing the decision of the foreign company to continue as a body corporate in the Republic pursuant to the Law;

(v) the Declaration providing that the foreign company has given formal notice to the competent authority of its country of incorporation of its decision to continue as a body corporate in the Republic, accompanied by proof of such notice, subject to the procedure set out in the Law;

(vi) that no administrative or criminal proceedings have been initialised against the foreign company for breach of the laws of the country of its incorporation;

(e) an affidavit by an authorised director/consultant entrusted to represent the foreign company, confirming the solvency of the foreign company. It should be noted that the signatories should be able to declare that they are not aware of any circumstances which could materially adversely affect the solvency situation of the company within a period of 12 months from the date of submission of the relevant application (subject to the Law);

(f) Detailed list of directors and secretary or the persons entrusted with the administration and/or representation of the foreign company;

(g) Detailed list of the present members of the foreign company;

(h) A legal opinion issued by a lawyer or notary in the country of incorporation of the foreign company determining among others the following matters:

(i) the re-domiciliation is permitted by the laws of the country or jurisdiction of the foreign company incorporation; and

(ii) the foreign company members’, employees’, and creditors’ consents have been obtained for the re-domiciliation as required by the laws of the country of the foreign company incorporation.

Request more info

    error: Content is protected !!