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TRANSFER OF REGISTERED OFFICE WITHIN AND OUTSIDE THE TERRITORY OF THE REPUBLIC OF CYPRUS

 

There are many reasons why a company wishes to redomicile, mainly to take advantage of more favourable tax laws or less strict regulatory provisions. Countries with less advantageous and competitive financial regimes aim to gain access to specialist capital markets through redomiciliation, or even align their place of registration with that of their shareholders. Foreign companies wishing to register in Cyprus need not engage in cumbersome processes of winding up their companies prior to re-incorporating them, they can instead move their domicile in Cyprus while maintaining their former company set up in existence this will unquestionably save them valuable time and ultimately money.

A company is eligible for registration under the legal regime of another country/jurisdiction provided that such a provision is included in its constitutional documents. A company wishing to redomicile in Cyprus has to file a petition to the Registrar of Companies (hereinafter referred to as the “Registrar”) and submit it together with a number of other constitutional and legal documents.

Once all required documents are filed with the Registrar, the latter certifies that the Company is temporarily incorporated in the Republic of Cyprus and as of that date considered to be a legal entity, subject to all obligations and rights under the Laws of Cyprus. However, a legal requirement imposes a time limit of six months on the Company to provide the Registrar with documentation proving that it is no longer registered in the country of initial registration. In the absence of such documentation (unless good reason is given for the delay) the Registrar is authorised to strike off the Company from the Register. Alternatively, if the Company provides the Registrar with such documentation, the Company will be registered as redomiciled in the Republic of Cyprus .

The amended Cyprus Companies Law, Cap. 113 permits not only a Company to be redomiciled in Cyprus but also for a Cyprus Company to redomicile in another jurisdiction provided that its constitutional documents allow such an action, that it has obtained the prior consent of the Registrar, and that it duly submits a petition to the Companies' Register of the country/jurisdiction it wishes to redomicile.

Cyprus has come a long way and its reputation as an International Business Centre has enhanced immensely not only due to the advantageous features of its new tax system and its network of double tax treaties, but also due to the tremendous efforts undertaken to streamline its tax and legal systems with EU requirements. The new Amendment to the Cyprus Companies Law permitting corporate redomiciliation will render Cyprus even more competitive attracting Companies from all over the world as it aims to circumvent the long and cumbersome processes of winding up, and then having to set up a new Company in a foreign jurisdiction which costs both time and money.

 

 
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