CYPRUS: Redomiciliation of Cyprus Companies to Other Countries
A Cyprus company, upon obtaining the consent of the Registrar of Cyprus Companies, can apply to a foreign country to continue its existence under the jurisdiction of that country, provided the laws of that country allow it.
A. The application of the company for the consent of the Registrar to continue to exist as a body corporate under the legal regime of the country or jurisdiction other than the Republic, shall be accompanied by a statement signed by its board of directors and it must include the following:
(a) the name of the company, under which it wishes to be registered in the approved country or jurisdiction,
(b) the place of the proposed registration of the company and the name and address of the competent authority in the approved country or jurisdiction, and
(c) the date on which it is proposed to establish the head office of the company in the particular approved country or jurisdiction.
B. For the consent of the Registrar to be granted in relation to the continuation of the company in another country or jurisdiction the following, inter alia, requirements must be satisfied:
(a)(i) a shareholders’ special resolution of the company, according to the memorandum and articles of the company, approving such application;
(ii) before the general meeting, the directors present interim statements including registrations and important changes of real value;
(iii) the special resolution together with the interim statements must be delivered to the registrar for submission to the file of the company,
(b) the company shall deliver to the Registrar for submission a declaration which confirms the solvency of the company.
The registrar shall refuse to give its consent for the continuation of the company in another approved country or jurisdiction until three months have passed from the publication of a notice in two daily newspapers. During the aforementioned period of three months, any creditor of the company may object before a Court to the continuation of the company.
With the issue of the document of continuation and delivery of the same to the Registrar, the company shall cease to be a registered company in the Republic of Cyprus.
For further information on this topic please contact
Ms. Maria Pitta( mariapitta@pittaslegal.com) at SOTERIS PITTAS & CO LLC,
by telephone (+357 25 028460) or by fax (+357 25 028461)
The content of this article is intended to provide a general guide to the subject matter. Specialist advise should be sought about your specific circumstances.
