Re – Domiciliation of Company to Cyprus

In cases whereby you have already incorporate a Company in another jurisdiction, you do not need to stop your Company’s activities but you may opt to transfer your Company to Cyprus as long as this is allowed in the country of incorporation and furthermore within the Company’s Memorandum and Articles of Association.

The procedure usually takes 3-4 months and the Company by choosing to move to Cyprus will benefit in the same manner as a new Cyprus Company:

  • The Corporate tax rate of 12, 5 % on the net profits; one of the lowest rates in the EU.
  • The legal framework of Cyprus is based on the principles of the English common law, recognized for its transparency and credibility in business practices.
  • The dividends of the Shareholders are excluded from the Tax Authorities as long as they are not tax residents of the Republic of Cyprus.
  • There are in place a great number of double taxation treaties with various countries.
  • The VAT rate in Cyprus is currently at 19%.
  • There is absolute freedom of movement of foreign currency which allows the maintenance of the bank account in foreign currency anywhere in the world.
  • Losses from a Company in Cyprus may be transferred to the next year.

 

The steps to be followed for transferring your Company’s jurisdiction to the country of Cyprus are as follows:

  • Appointment of a local representative approved either by the Institute of Certified Public Accountants of Cyprus (ICPAC) or the Cyprus Bar Association to proceed with the re-domiciliation process. KPS Services Ltd, is an approved Fiduciary Provider by the ICPAC, providing the foresaid services.
  • The form ME1 will be completed properly and submitted alongside with the relevant documentation to the Registrar of Companies. Relevant documentation includes the following:
  • An Affidavit both in Greek and English language confirming the following details:
    • The non-Cypriot Company’s current name and the future name to be used in Cyprus.
    • The jurisdiction where the Company is currently registered before re-domiciliation.
    • The date of incorporation of the Company.
    • The current shareholder and director providing full names, residential addresses and passport details
    • The company is in good standing having no legal disputes in the County of incorporation
  • Certificate of Good Standing by the country of incorporation in original form duly certified and apostil. The foresaid document will be translated in Greek with a proper Affidavit at the court.
  • The Memorandum and Articles of Association of the foreign Company, must be revised and amended to meet the provisions set by the Cypriot Companies Law.
  • Full set of statutory documents with apostil from the country of incorporation.
  • Affidavit confirming the official notice given to the Authority of the country of incorporation informing the Authority of its future plans of re-domiciling to Cyprus.
  • Any document i.e. Company resolution, authorizing the re-domiciliation of the Company to Cyprus and authorizing the change of the Company’s Articles and Memorandum of Association reflecting the laws in Cyprus.
  • Together with form ME1, a second form being form “ME A” will also be submitted to the Registrar of Companies, which states that there are no criminal or administrative proceedings against the Company in the country of incorporation.

 

The Registrar of Companies will issue a temporary certificate for continuing the business activities of the Company to Cyprus, under the Cyprus Company’s Law and Tax Regulations.

Upon issuance of the foresaid temporary registration certificate, the Company must present to the Registrar of Companies within a period of 6 months the form “ME 4”, including an official document i.e. Certificate of Cessation from the country of its incorporation confirming that it has been removed from their registry.

If all documents are in place and submitted in a proper manner, the Registrar of Companies will issue the normal certificate of continuity of the Company’s operations in the Republic of Cyprus.

The content of the above article is to provide a general briefing on Company Re – Domiciliation of a Company to Cyprus. Specialized, tailor made advice should be requested based on each scenario and specific needs.