Re-domiciliation of Companies And Double Taxation Relief

The Cyprus Companies Law Cap. 113 allows the transfer of a corporate seat both into and out of Cyprus, a process known as re-domiciliation of companies. Under Law 124(I)2006 enacted on 28th July 2006, a foreign company may transfer its domicile to Cyprus and continue its operations under the laws of the Republic of Cyprus. In essence, the existing business of a foreign company may continue without interruption in its operation since the first company is not dissolved but simply “moves” to Cyprus, thus benefiting from the low corporate tax rate.

Similarly, the law on re-domiciliation allows a Cyprus company to transfer its seat of incorporation to another jurisdiction provided that the legal regime of the target jurisdiction allows for this possibility.

Summary of procedure of re-domiciliation into Cyprus

For a foreign company to re-domicile to Cyprus, it must inevitably apply to the Cyprus Registrar of Companies to be registered in Cyprus as a ‘continuing company’, appointing an authorised representative who will prepare an application for re-domiciliation and file all appropriate supporting documentation.

For the re-domiciliation to take place certain required documents of the relevant overseas company  should be filed with the Registrar of Companies, including a resolution of the overseas company approving the re-domiciliation and a sworn affidavit of the authorised representative of the overseas company confirming that the overseas company has given official notification to the relevant authority in its country of incorporation of its intention to be registered as a company continuing in the Republic.

Once the Registrar is satisfied that the documents provided comply with Cyprus law, it will issue a temporary certificate of continuation. This certificate confirms that the overseas company has redomiciled to Cyprus and can continue its business activities in line with the laws of Cyprus.

If within six months of the issue of this certificate the Registrar of Companies is satisfied that the overseas company is no longer registered in the jurisdiction of its incorporation, a certificate of continuation will be issued to show that the company has been registered in Cyprus as a legal entity continuing in the Republic of Cyprus.

For more detailed information, contact our team of specialists at Parparinos Milonas Corporate and Legal Consultants.