MEMO ON REDOMICILIATION OF A CYPRUS COMPANY TO A NON-EU FOREIGN JURISDICTION

It is possible by the Cyprus Companies Law, Cap. 113 (the “Companies Law”) provides for the possibility of the redomiciliation of a Cyprus Company outside of Cyprus under the laws of another foreign jurisdiction.

The Law states that a Cyprus Company wishing to redomicile should apply to the Registrar of Companies and Intellectual Property (the “Registrar”) for permission to do so. Necessarily the laws of the country of redomiciliation must allow the continuance of a foreign company under their own laws.

Any application from a Cyprus Company to redomicile under the laws of another country should be filed with the Registrar along with the following documents:

1. Special resolution of the shareholders of the Company, authorizing the same to register as redomiciled in the foreign jurisdiction.
2. Intermediate accounts approved at a General Meeting of the Cyprus Company.
3. A signed statement from at least two of the directors of the Cyprus Company, duly authorized by its Board of Directors stating:
   1. the name of the Cyprus Company and, if it whishes to redomicile with a different name, the new name it wishes to continue with once the process of redomiciliation is completed;
   2. information on the redomiciliation jurisdiction, including name and address of the relevant authority;
   3. the proposed date of effect of the redomiciliation.
4. A declaration relating to the solvency of the Cyprus Company, stating clearly that the persons signing the same are not aware of any circumstances that would negatively and materially affect the solvency of the Cyprus Company.
5. Official documentation evidencing that the Cyprus Company has no outstanding tax/duty liabilities (VAT, Inland Revenue and Social Security).
6. If the Company is a regulated one, approval by the relevant regulatory/supervisory authority.
7. A notice of the intention of the Company to redomicile in another jurisdiction must be published in at least two daily newspapers; a copy of such published notice constitutes proof of publication and is be filed with the Registrar within fourteen days of publication. The purpose of the publication is to give the creditors of the Company (if any) the opportunity to object to the redomiciliation before the Courts; the creditors have three months within which to object to the Courts.

Once the documents specified above have been duly delivered to the Registrar (and no objection proceedings are pending in Court with a creditor of the Cyprus Company) and three months have elapsed since the publication, the Registrar issues the redomiciliation consent.

When the foreign jurisdiction issues a certificate of continuation, a copy of the same has to be delivered without delay to the Registrar, an act that signifies that the Cyprus Company ceases to be registered in Cyprus with effect the date the redomiciliation is in force in the foreign jurisdiction. The Cyprus Company is then stricken off the Registry and a relevant certificate of deregistration is issued.

Lastly, it is duly noted that deregistration of the Company does not affect in any way the following:

1. Jurisdiction of the Cyprus Courts for any proceedings which commenced by or against the Company prior to the deregistration;
2. The assets of the Cyprus Company;
3. Any judgment, order, debt, liabilities or responsibilities which are owed or may be owed by the Cyprus Company or for any cause as against the Cyprus Company.