Continuation of a Cyprus Company in Another Jurisdiction
I. In accordance with the provisions of the article 354J of the Companies law, Cap 113, (“the Law”), a Cyprus registered company, may, provided that the laws of the jurisdiction into which is looking to continue as a legal entity permit it and provided that the consent of the Cyprus Registrar of Companies, (“the Registrar”), has been granted in advance, may submit an application to the competent authorities of its chosen country with the aim to continue under the laws of that country.
II. Pursuant to the provisions of article 354K of the Law, the application to the Registrar for the granting by the Registrar of its consent for the Company to continue as a legal entity in another jurisdiction must be accompanied by a statement signed by at least two of the directors of the Company, such directors being duly authorized by the board of directors and if the board consists of one director, the statement must be signed by the single director and such statement must include the following:
a. The name of the Company under which it wishes to be registered and continue in the approved jurisdiction.
b. The country and jurisdiction of the proposed registration of the Company and the name and address of the competent authority in the approved jurisdiction.
c. The proposed date of the Company’s establishment and registration in the approved jurisdiction.
III. In accordance with the provisions of Article 354L of the Law, the Registrar will grant its consent to the Company to continue in another jurisdiction, provided that the following requirements have been put in place:
a) The Shareholders of the Company have, by special resolution, approved the Company’s application to the Registrar, with such special resolution having been adopted in accordance with the Company’s articles of association.
b) The directors of the Company shall prepare and present interim financial statements which shall reflect the financial position of the Company as at the time of the Shareholders’ general meeting.
c) The special resolution as well as the interim statements shall be filed with the Registrar.
d) The Company shall deliver to the registrar a declaration of solvency signed by at least two directors of the Company, such directors being duly authorized by the board of directors and if the board consists of one director, the statement must be signed by the single director. The declaration shall state that the directors are not aware of any circumstances which could influence the solvency of the Company negatively within a period of three years.
e) If the Company is carrying on any activities for which a license is required by a competent authority, the Company must submit evidence to the Registrar that such competent authority has provided the Company with its consent for the continuation of the Company in another jurisdiction.
f) In the event that the Company is a publicly listed company, the consent of the stock exchange, (the Cyprus Stock Exchange or any other stock exchange) must be provided to the Registrar.
g) The Company must have paid the applicable fees relating to the Company’s application for continuation in another jurisdiction.
h) There are no proceedings for the liquidation of the Company and no insolvency proceedings, arrangements or compositions or proceedings for execution of court orders and no other analogous proceedings have been initiated by or against the Company in the Republic of Cyprus or in any other country.
i) At the time of filing the application for the Registrar’s consent, the Company was in complicate with its statutory obligations in accordance with the laws of the Republic of Cyprus.
j) The Company, has paid all taxes and duties which might have been due by the Company up to the date up to the time of filing the application in accordance with the provisions of Article 345K of the Law.
IV. Pursuant to the provisions of Article 354M of the Law, the Registrar shall not furnish its consent for the Company’s continuation in another jurisdiction, until after the expiry of three months from the day the Company has published in two daily newspapers of wide circulation, the notice convening the Company’s extraordinary general meeting as per the provisions of Article 354K of the Law, adopting the Special Resolution approving the Company’s continuation in another jurisdiction. The Company shall, within fourteen days from the day of publication submit to the Registrar copies of the published notices.
During the period of three months, any creditor of the Company may object before the Court to the continuation of the Company in another jurisdiction, indicating sufficient reasons as to why the Company’s continuation must not be allowed. The Court, may issue an order approving the Company’s continuation, or subject to there being sufficient guarantees in place or it may prohibit the continuation of the Company.
V. Provided that the requirements of Article 354L of the Law have been fulfilled and provided that the period of three months has expired in accordance with the provisions of Article 354M, without any objections by any third party or in the case where an objection was filed in Court, the Court has approved the Company’s continuation in another jurisdiction, the Registrar shall grant its consent to the Company’s continuation in another jurisdiction.
VI. Pursuant to the provisions of Article 354O of the Law, the Company shall deliver to the Registrar a copy of the document issued by the jurisdiction of continuation, according to which the Company may continue in the new jurisdiction. With this act the Company shall cease to be a Cyprus registered company from the day upon which its continuation in its chosen jurisdiction has become effective and the registrar shall strike the name of the Company from its register and shall issue a certificate of strike off.
VII. The strike off of the Company does not constitute liquidation and does not oust or prejudices the jurisdiction of any court in the Republic of Cyprus in proceedings which were initiated against the Company before it ceased to be registered in the Republic of Cyprus, will not affect the property of the Company or exempt or prejudice any conviction, decision, opinion, debt, responsibility or obligation that the Company owed or exists against the Company.