Cyprus/September 2015
With the governments all over the world clearly stating their decisiveness to develop and adopt stricter rules on taxation, it has become clear to the business world that simple structuring through zero taxed black listed companies will not go unnoticed.
In fact, it will result to the contrary, bringing much attention and possible scrutiny to their business. This is the time to re-consider your tax planning and re-domicile your companies in a European jurisdiction.
Since 2006 the Cyprus legislation allows foreign companies to be re-domiciled to Cyprus through the Registrar of Companies.
In order for foreign companies to have the possibility to re-domicile to Cyprus, they must be registered in a country, where the laws of such country allow re-domiciliation. The Memorandum & Articles of Association of the company, wishing to re-domicile, must include as such.
Procedure & Documentation:
Resolution by the shareholders or any other similar document of the foreign company that authorizes the foreign entity to register in Cyprus as a continuing company. The resolution must be issued in accordance with the laws of the foreign country and must be apostilled.
Copy of a revised Certificate of Incorporation from the foreign country.
Certificate of Good Standing or other document from the appropriate/relevant authority of the county of the jurisdiction where the foreign company was incorporated.
Registrar Forms:
-Application Form (ME 1) to be submitted to the Registrar.
-Affidavit (ME A form) made by an authorized representative (Director) of the foreign company confirming the following:
1)the name of the foreign company and the name under which it will continue to exist in Cyprus. An application must be filed with the Registrar of Companies before the affidavit, in order to receive approval of the desired name, while the application can be for the same company name, under which the foreign company was initially registered;
2)the procedure under which the foreign company has been incorporated;
3)the resolution, as an attachment to the affidavit, or the relevant document deciding that the foreign company will be incorporated as continuing in the Republic of Cyprus;
4)that the foreign company has given an official notification letter (official notice) according to the laws of the jurisdiction of registration as to its decision to be re-domiciled in Cyprus. The sworn affidavit has to be accompanied by a receipt of such official notification; and
5)that no criminal or administrative procedures have been commenced against the foreign company for infringement of the law of the country of registration.
Affidavit of solvency by a duly authorized director of the foreign company confirming the financial good standing and solvency of the foreign company. Relevant declaration to be signed and the signatories to declare that they are not aware of any facts that may impair the solvency of the foreign company for the next 12 months from the date of application.
List of directors of the foreign company.
List of current members/shareholders of the foreign company.
Documents/Legal Opinion issued by Lawyer, notary in the Country of Incorporation, confirming among others that:
-the application is permissible under the Laws of the country in which the foreign company has been registered
-the consent of such number or proportion of the shareholders, bondholders and/or creditors and employees as is required by the Laws of the country of incorporation has been acquired.
Official consent from a relevant authority of the country of incorporation for the registration of the foreign company as continuing in the Republic (where applicable).
Consent from relevant authorities of the Stock Exchange where the company has listed its shares (where applicable).
Statement by a director of the company according to Section 354 C (1)(d).
Statement in lieu of prospectus or corresponding document for public companies according to Section 354 D (2) (where applicable).
Registration in Cyprus:
Once the Registrar of Companies is satisfied that the aforementioned documents are submitted are in accordance with the law, it temporarily files the relevant documents and certifies that the foreign company is temporarily registered as a continued legal entity in Cyprus as from the date of such registration.
The company must not be cancelled/deregistered from the foreign registry prior of the Cyprus Registrar issuing the Temporary Certificate of Continuation. Until then, the foreign company must be in full and proper existence. The cancellation/deregistration in the foreign registry must be made only after the Temporary Certificate of Continuation is issued in Cyprus.
Timeframe:
Within a six months period from the issuing of the temporary registration certificate, the foreign company must present to the Registrar of Companies of Cyprus evidence that it has terminated its registration in the country of initial incorporation and/or that its registration in the foreign country has been cancelled. Usually this document is called “Certificate of Discontinuance” which must be provided duly apostilled.
Final Certificate of Continuation:
Once the above document (Certificate of Discontinuance) is presented, evidencing that the foreign company has ceased to be a company registered in the country of initial incorporation, the Registrar of Companies of Cyprus issues the final Certificate of Continuation, which certifies that the foreign company is registered in Cyprus.
Myranda Chatzimatthaiou
Tax and Legal Associate
myranda.chatzimatthaiou@eurofast.eu