Redomiciliation in and out of Cyprus

· ACP LEGALS

Redomiciliation lets a company move its legal seat from one country to another while keeping the same legal identity. Its history, assets, contracts and liabilities stay with it, so there is no need to liquidate the company and set up a new one.

The legal basis in Cyprus

The Companies Law, Cap. 113, provides for both directions:

  • Inward: a foreign company continues as a Cyprus company.
  • Outward: a Cyprus company continues in another country, provided that country allows it.

For moves between EU member states, Law 26(I)/2024, in force since March 2024, implements the EU Mobility Directive on cross-border conversions. The Cap. 113 route still applies to moves to or from countries outside the EU.

Why companies move to Cyprus

  • A competitive corporate tax regime and a wide network of double tax treaties.
  • A legal system based on English common law.
  • Full access to the EU single market.
  • English widely used in business and in practice.

Moving a company to Cyprus

  1. Eligibility check: the law of the current country must allow the move, and the company must meet the Cap. 113 conditions.
  2. Documents: evidence of good standing, a shareholders’ resolution approving the move, a solvency declaration by the directors and the constitutional documents, translated where needed.
  3. Provisional registration: the Registrar of Companies issues a temporary certificate of continuation.
  4. Final registration: once the company is struck off in its former country, the Registrar issues the permanent certificate of continuation.

Moving a company out of Cyprus

  1. A special resolution of the shareholders.
  2. Notice published in two local newspapers, followed by a three-month period in which creditors can object.
  3. Review of the application by the Registrar.
  4. A certificate of discontinuance once the new country has accepted the company.

Frequently asked questions

How long does an inward redomiciliation take?

Usually three to six months, depending on the country of origin and how quickly documents are ready.

Do contracts and licences continue?

Generally yes, because the company keeps its identity. Regulatory licences may need to be updated or re-issued.

When does the tax position change?

Tax liability moves to the new country from the date of continuation.

Can every company redomicile?

No. Restrictions can apply, for example to companies with bearer shares or companies in liquidation.

This article is general information about Cyprus law at the date of publication. It is not legal advice. Contact us about your own situation.