Corporate redomiciliation is the transfer of a company into a different jurisdiction from the one it was incorporated in. On redomiciliation, the company continues to exist under the same legal personality in the new jurisdiction. The assets and liabilities of the company remain intact.
Redomiciliation of public companies is fully feasible under Cyprus law, subject to regulatory approvals and special rules for credit institutions, listed companies and companies that have issued bonds.
Where companies intend to redomicile into Cyprus, they must ensure the following are satisfied:
- the laws of the jurisdiction of incorporation of the company concerned allow for its redomiciliation into a different jurisdiction
- the by-laws of the company empower and allow the redomiciliation
- the directors have resolved for the company to redomicile into Cyprus
- the company is authorised by the shareholders, employees, bondholders or creditors, as the case may be in accordance to the laws governing the company
- all relevant notifications are made to competent authorities for the company’s removal from the applicable corporate register.
As part of the redomiciliation process into Cyprus, a company must make an application to the Cypriot competent authority, the Registrar of Companies. This application should include, amongst other documents, the company’s intended articles of association which must comply with Cyprus law.
Following the approval of the application by the Registrar of Companies, a temporary redomiciliation certificate is issued. On being issued with this certificate, the company is deemed to be a legal person subject to the laws of the Republic of Cyprus. A final redomiciliation certificate is issued on completion of certain other formalities, including submission of an official certificate issued by the competent authority in the company’s original jurisdiction of incorporation confirming removal of the company from the authority’s register of companies.
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