Re-domiciliation or corporate migration is the legal procedure pursuant to which a company may move its place of domicile from the country of its original incorporation to a new jurisdiction.
Re-domiciliation or corporate migration is the legal procedure pursuant to which a company may move its place of domicile from the country of its original incorporation to a new jurisdiction and it continues as a going concern without having to liquidate or transfer its assets to any other entity.
APPLICABLE LAW AND COMPETENT AUTHORITY
The applicable law in the Republic of Cyprus is the Companies law, Cap 113 which stipulates the legal requirements applicable to companies who seek to transfer of their registered office in Cyprus and thus become subject to Cyprus laws.
The competent authority in the Republic of Cyprus for giving legal effect to the re-domiciliation of companies into Cyprus is the Registrar of Companies.
LEGALITIES OF RE-DOMICILATION
The overseas entity will, through its legal representative, file an application to the Registrar of Companies in Cyprus for its registration as a continuing entity in Cyprus, either under its current name or under a proposed new name which is acceptable by the Registrar of Companies.
In order for the Registrar of Companies to examine the application of the Company, it will be necessary for the overseas entity’ constituent documents to permit its continuation in another jurisdiction.
The legal documents which will be submitted as part of the application to the Registrar of Companies must confirm the following matters:
I. The overseas entity’s shareholders and directors
II. The overseas company was in good standing in its country of original incorporation and in compliance with the laws of its original incorporation
III. The absence of any court or administrative proceedings against the overseas company
IV. The passing of all relevant corporate decisions.
V. The overseas entity’s memorandum and articles of association has been amended so that it complies with the laws of the Republic of Cyprus.
VI. The competent authorities of the jurisdiction of the overseas entity has been notified and have issued a notification to the company providing their consent.
VII. That the overseas entity is not a licensed entity and if it is, it has obtained the consent of the authorities of the overseas jurisdiction and that no similar consent is required for its continuation in Cyprus or that it has obtained the consent of the Cyprus authorities to continue its operations under Cyprus law as a licensed entity.
VIII. That the overseas entity is not a publicly listed entity.
IX. That the overseas entity has no creditors or employees and if it has creditors or employees, they will not be prejudiced by the registration in Cyprus.
The application must in addition be accompanied by a directors’ affidavits confirming the following under oath:
i. The accuracy of the contents of the application and all accompanying documents.
ii. The absence of legal and administrative proceedings against the overseas entity
iii. The solvency of the overseas company and the absence of any circumstances that will have a negative effect on the overseas company’s solvency in the next 12 months following the application.
CERTIFICATE OF TEMPORARY REGISTRATION
If the application and its enclosed documents are to the satisfaction of the Registrar of Companies, the latter will issue a temporary certificate of continuance under which the Company is officially deemed to be legally incorporated and operating in Cyprus.
Upon the issuance of the temporary certificate of registration the overseas entity:
i. is considered as a legal entity duly domiciled incorporated according to the laws of Cyprus
ii. has the same liabilities and is eligible to exercise all powers that registered companies have according to the laws of Cyprus
iii. the constituent document of amendment is considered as the Memorandum of the company and where applicable as its Articles of Association
CERTIFICATE OF PERMANENT REGISTRATION
Within 6 months from the issuance of the temporary registration certificate, the overseas entity must file documentary evidence to the Registrar of Companies that it has been struck off from the public register in the country of its initial incorporation so that the Registrar of Companies can issue the permanent registration.
MIGRATION FOR FRAUDULENT PURPOSES
It is to be noted that if the application to have been filed for any fraudulent disposal of assets or avoidance of legal proceedings against the overseas entity in its country of original registration, the registration shall be declared invalid and without any legal effect.
REGISTRATION IN ACCORDANCE WITH THE PROVISIONS OF THE DIRECTIVE ON ADMINISTRATIVE COOPERATION (DIRECTIVE (EU) 2018/822), (“DAC 6”)
Cross border migration of legal entities is subject to registration in accordance with the provisions of DAC 6 so that any attempt for tax avoidance may be curtailed.