• Easy and straight forward re-domiciliation rules in Cyprus
• Ability to choose exactly the same (if available) or completely different name
• Ability to continue the Company’s pre-relocation business as if its jurisdiction has never changed
• No stamp duty at Companies House irrespective of number and value of shares as opposed to incorporating a brand new Company where the stamp duty is 0.6% of the nominal value of shares issued.
• Special purpose vehicles (SPVs) holding property directly will need nothing more than the certificate of continuation to inform local authorities of change of jurisdiction
• Prestigious location as opposed to other off-shore jurisdictions
• Access to EU market and directives
• Legal system based on the English Common Law system
• Corporation tax at only 12.5%
• Profits generated from transactions in shares, bonds and other qualifying securities are exempt
• Exemption from dividends paid by a foreign subsidiary to a Cyprus HOLDING Company
• Exemption on capital gains realized from sales of non-Cyprus assets (i.e. real estate, foreign share capital)
• No withholding taxes on dividend distribution to foreign non-resident shareholders (Company or individual)
• Tax losses are carried forward for 5 years
Re-domiciliation in 10 simple steps:
1. The existing jurisdiction of the Company must allow re-domiciliation outwards.
2. The Memorandum and Articles of Association of the Company must allow re-domiciliation.
3. Certificate/notification of intent to transfer the domicile signed received by the outgoing jurisdiction’s Companies House must be obtained.
4. The Cyprus Companies House requests the following duly apostille documents to be submitted:
Certificate of Good Standing prior to re-domiciliation
Special resolution of shareholders approving re-domiciliation
Certificate of intent to transfer domicile (as above)
Certificate of incorporation
5. Three affidavits (solvency, criminal procedures and stakeholders consent) which can either be signed by the authorized person in Cyprus or the existing Directors, however, it is advisable to be signed by the existing Directors.
6. New M&A as per Cyprus Companies Law
7. Once the above are obtained in apostille they are submitted to the Registrar of Companies in Cyprus duly translated in Greek
8. *The Registrar of Companies in Cyprus then issues a “Temporary Certificate of Continuation” valid for 6 months
9. Within those 6 months the Company shall notify the Companies House of the pre-redomiciliation jurisdiction that the domicile of the Company has now been changed in order for the final “Certificate of Transfer” or “Certificate of Discontinuance” to be issued confirming that the Company has filed all necessary documents and paid up all necessary fees therefore it has ceased to exist.
10. Finally the Cyprus Companies House issues the “Permanent/Final Certificate of Continuation” confirming that X LTD was registered from dd.mm.yyyy, in accordance to the Companies Law Cap 113, as a company continuing in the Republic of Cyprus. Certificates of Directors, Secretary, Shareholders and Registered Office are issued as normal and the Company continues to exist in Cyprus as any other Cyprus registered Company.
*Temporary Certificate of Continuation means that the Company is considered as a legal person duly incorporated according to the Laws of Cyprus and that is temporarily registered in the Republic for the purpose of the Companies’ Law Cap 113.
Has the same liabilities and is eligible to exercise all powers that registered companies have according to the Laws of the Republic Cyprus.
It is required by the Law that for the above steps the Company shall have an approved representative in Cyprus to manage the whole procedure. A number of forms/documents are completed and submitted by that person which are not mentioned above.