Cyprus Companies Law (Cap.113) permits Cyprus-registered companies to transfer their registered office to another jurisdiction without the need for liquidation. This process is referred to as redomiciliation.

This article refers specifically to companies incorporated in Cyprus and does not relate to the relocation of individuals, which is governed by separate legal frameworks.

Requirements Prior to Redomiciliation

Before a company may proceed with redomiciliation out of Cyprus, the following conditions must be met:

• The laws of both Cyprus and the foreign jurisdiction must permit redomiciliation
• The company’s Memorandum and Articles of Association must allow such a transfer
• Any required approvals from competent regulatory authorities must be obtained
• The company must be compliant with its tax obligations and statutory filings in Cyprus

Shareholder Approval and Application

The process begins with the approval of a special resolution of the shareholders authorising the redomiciliation. Where required, the resolution must be published in accordance with applicable legal requirements.

Following shareholder approval, the company must submit an application to the Registrar of Companies, together with the documents prescribed under the Law.

If the Registrar is satisfied that all requirements have been met, a Certificate of Approval is issued.

Completion of the Process

Once approval has been granted, the company must obtain a Certificate of Continuation from the foreign jurisdiction confirming that it has continued its existence there.

Upon submission of this certificate to the Registrar of Companies, the Cyprus Registrar will proceed with the removal of the company from the Cyprus register. The company will then continue its legal existence in the foreign jurisdiction without liquidation.

In practice

Cyprus Companies Law provides a defined procedure for the redomiciliation of companies, requiring compliance with both corporate and regulatory requirements at each stage of the process.

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This article is provided for general information purposes only and does not constitute legal, tax, or other professional advice. It should not be relied upon as a substitute for specific advice on any individual matter or transaction. Professional advice should be obtained before acting or refraining from acting on the basis of any information contained herein.

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