Corporate Re-Domiciliation

Article 8

Corporate re-domiciliation, also known as the transfer of a legal seat, is a process allowing a company to shift its domicile from one jurisdiction to another. This means changing the country under whose laws the company is registered, while retaining its corporate identity.

Cyprus is one of the few countries globally that permits the re-domiciliation of non-EU companies both into and out of its jurisdiction. This process is akin to changing a registered office or agent within the same jurisdiction but on an international scale.

Benefits of Re-domiciliation

Re-domiciliation can be particularly advantageous for companies operating in high-tax, heavily regulated, or costly environments. For companies in high-risk environments where assets could be seized, re-domiciliation to a jurisdiction like Cyprus can safeguard the company’s legal status, goodwill, and operational history.

Reasons for Re-domiciliation
<br Companies may choose to re-domicile for several reasons, including:

Companies may choose to re-domicile for several reasons, including:

Benefiting from a favorable tax environment
Taking advantage of less stringent regulations
Aligning the place of registration with their shareholder base
Moving to an international financial center
Accessing specialized capital markets

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When a company re-domiciles to Cyprus, its legal status, goodwill, and operational history are preserved, enabling a seamless transition without asset disposal or loss of corporate history.

The Re-domiciliation Process to Cyprus

Since 2006, amendments to Cyprus’s Companies’ Law Cap. 113 have facilitated re-domiciliation:

Foreign companies can re-domicile in Cyprus
Cyprus-registered companies can re-domicile abroad

A foreign company whose home jurisdiction permits re-domiciliation and whose Memorandum and Articles of Association allow it, can apply to the Registrar of Companies in Cyprus to be registered as a continuing entity under Cyprus law.

Companies engaged in regulated activities must obtain relevant consent from their home authorities before re-domiciling.

Temporary Registration

Upon issuance of a temporary certificate of continuation:

The company is considered a legal entity domiciled in Cyprus
It retains all liabilities and powers of a Cyprus-registered company
Its constituent documents are treated as its Memorandum and Articles of Association

The re-domiciliation is invalid if done to create a new entity that affects the original company's legal standing, assets, or obligations, or to avoid legal actions against it.

Within six months, the foreign company must provide evidence of being struck off from the public register in its original jurisdiction to receive a certificate of permanent domiciliation.

Professional Guidance Recommended

Consulting a licensed formation agent is highly recommended before undertaking re-domiciliation to ensure compliance and smooth transition.

Disclaimer: These articles are provided for informational purposes only and does not constitute legal advice. Readers are advised to consult with legal professionals for advice specific to their individual circumstances.