Corporate re-domiciliation

During the course of an entity’s life, economic or legislative changes within its country of register may justify accessing the possibility of moving to another jurisdiction. This can be done either by liquidating the existing company and transferring its portfolio of assets to an entity incorporated in a new jurisdiction, or by transferring the company’s “seat of incorporation” into a new jurisdiction; a process widely known as corporate re-domiciliation and which allows the entity to preserve its existing legal identity, goodwill and operational history thus continuing its business without any interruption.

Corporate re-domiciliation is the process by which a company moves its domicile (or place of incorporation) from one jurisdiction to another by changing the country under whose laws it is registered or incorporated, while maintaining the same legal identity.

Reasons to re-domicile:

Apart from reasons described above and which can change the conditions of an entity’s operations, an entity may also choose to re-domicile for a multitude of other reasons including:

  • take advantage of a more favorable tax environment
  • benefit from less stringent regulation and scrutiny
  • align its place of registration with their shareholder base
  • move to an international financial center
  • access specialist capital markets


Re-domiciliation can only be performed between jurisdictions the legal framework of which allows for such corporate action.

The Cyprus Companies Act in 2006, as amended by Law 124 (I)/2006, is allowing companies to re-domicile to or from Cyprus, provided that all relevant provisions of the law and regulations on application and registration procedures are fully observed.

A foreign company registered in a country that allows re-domiciliation and whose Memorandum and Articles of Association provide for the possibility of relocation, may apply to the Registrar of Cyprus Companies in order to be registered in Cyprus as a continuing company, under the provisions of the Cypriot legislation.

Entities Offering Licensed Activities

Companies which offer licensed activities under certain provisions of the law in their jurisdiction and for which similar licenses are required in Cyprus, must produce relevant consent for their re domiciliation by the relevant Authority of their country. Such companies usually include Financial Service Companies, Insurance Companies and Banking Institutions.

Public Companies

In accordance with Article 354D (2) of the Law, further documents are required for the re-domiciliation of Public Companies

Procedure for re-domiciliation from a foreign juristinction into Cyprus

Provided that a company is eligible to re-domicile, the following steps should be followed:

  1. Appoint a Lawyer who after performing the necessary due diligence, will gather and sign all relevant documentation required by the Law.
  2. The Company must file an application with the Registrar of Companies Department, for securing the name under which it will be registered in the Republic of Cyprus.
  3. The application ME1 and MEA must be submitted along with the relevant original apostilled documents.
  4. Once the Cyprus Registrar is satisfied that the documents submitted are in accordance with the relevant provisions of the law, the foreign company will be temporarily registered as a continuing entity in Cyprus and will be issued with a Temporary Certificate of Continuation.
  5. The application ME4 must be submitted together with the supporting relevant documents within (6) six months from the issuance of the Temporary Certificate of Continuation, the foreign company must present to the Cyprus Registrar evidence that it has ceased from being a company registered in the country of initial incorporation and that its registration in the foreign country has been cancelled. Usually this document is called Certificate of Discontinuance which must be duly apostilled.


The Registrar can decline the application for one of the following reasons:

  • Dissolution proceedings have been started against the foreign company;
  • a liquidator, receiver or equivalent administrator has been appointed for the Company;
  • an order exists that limits or suspend the rights of the Company’s creditors;
  • legal proceeding, criminal or civil have commenced against the Company for violating the Laws in the jurisdiction of primary incorporation.

Conspectus Services Ltd. can assist with the preparation and submission of a re-domiciliation application and monitor the entire procedure thereafter until its completion.