Re-domiciliation of BVI company to Cyprus

Re-domiciliation of BVI company to Cyprus

In accordance with Companies (Amendment) Law of 2006, Law No.12(4)/2006, an overseas company is allowed to transfer its jurisdiction of incorporation to Cyprus provided that the legislation of the overseas company’s country of origin allows such transfer and the company’s memorandum of incorporation permits the possibility of its continuation under the legal system of another approved country or jurisdiction.

BVI Companies may re-domicile in Cyprus for a number of reasons, including, inter alia to take advantage of the double tax treaties currently in force and the Cyprus favorable tax regime.

A summary of the relevant procedure is set out below

The BVI company must apply to the Registrar of Companies in Cyprus for its registration as a continuing company in Cyprus, under its existing name or under a proposed new name which is acceptable by the Registrar of Companies.

Submission of application for the issuance of a temporary certificate of continuation

Once the BVI company secured the name approval then it needs to proceed and submit an application for its continuation in Cyprus. The application must be accompanied by the following documents:

  1. Copy of the revised Memorandum and Articles of Association of the overseas company. The company’s Memorandum and Articles of Association must be amended as to comply with the provisions of Cap.113.
  2. Certificate of good standing by the competent authority of the jurisdiction in which the company was incorporated.
  3. Affidavit by the director of the company confirming the solvency of the company.
  4. Details of directors, secretary and shareholders.
  5. Resolution authorizing the company to continue as a legal entity in Cyprus.
  6. Official document evidencing that the competent authority of the country of incorporation is informed of the re-domiciliation.

In the case where the company is a public company or a company carrying on a regulated activity for which a license is required, the following additional documents must also be submitted:

  1. The most recent public offer for subscription or equivalent documents if the overseas company has offered its shares or its debentures to the public.
  2. Consent by the competent authorities of the stock exchange where the company has listed its shares.

Temporary Certificate of Continuation

Provided that the Registrar is satisfied that the application and the documents submitted are in accordance with the Companies Law he issues a temporary certificate of continuation and publishes its re-domiciliation to the Official Gazette of the Republic of Cyprus. 

From the date the temporary certificate of continuation is issued by the Registrar, the company is considered to be a legal person incorporated pursuant to the Companies Law, provisionally registered

in the Cyprus, subject to all statutory obligations and, able to exercise all powers of a company incorporated in Cyprus.

Following the issuance of the Temporary Certificate of Continuation, the foreign authorities will have a period of 6 months to submit proof to the Registrar that the company has been de-registered from the foreign jurisdiction. Thereafter, the Registrar will proceed to issue a Permanent Certificate of Continuation, evidencing the registration of the company as a continuous company in Cyprus.

Documents

All documents attached to the application must be true authentic copies from the country of incorporation, with an apostille certification under the Hague Convention from the competent overseas authority affixed on the original foreign language document. In the case where, the country of incorporation does not participate in the Hague Convention, the certification must be made by the respective competent authority.

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