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Company redomiciliation from the BVI to Cyprus. Procedure of jurisdiction change

Our firm offers services of redomiciling companies from the BVI to Cyprus. This procedure means changing the country of incorporation, while keeping all existing business relations. For a company to continue in another jurisdiction, redomiciliation must be permitted by the national legislation of the country where the company is incorporated, as well as by its Memorandum and Articles of Association. By no means all countries permit redomiciliation. For example, the UK and Hong Kong do not have such provisions in their laws, thus making it impossible to transfer companies from/to these countries. Cyprus permits redomiciliation under Companies Law Cap. 113, 124 (I) 2006, sec. 354В.
The major advantages, step-by-step procedure and restrictions are explained below.

Major advantages of doing business in Cyprus

  • Not an offshore jurisdiction;
  • “Flexible” law, principles common to English law, which is an advantage when making a Shareholders Agreement between shareholders;
  • Relatively low corporate tax rate (12.5%);
  • No withholding tax on outgoing dividends;
  • No tax on incoming dividends either;
  • No capital gains tax (for example, when members withdraw from, or sell their shares in, the company);
  • Enables to create a structure where the country of incorporation, residence of director and country of the bank account coincide (requirement of most banks and counterparties);
  • Wide network of double tax treaties;
  • Enables to create substance and acquire a tax resident status, which has become a vital element of international taxation.

Time frame for redomiciliation of an overseas company to Cyprus

Redomiciliation of companies to Cyprus – from 2 months;

Account opening at a Cyprus bank– from 1 month (for companies with substance).

Transferring an overseas company to Сyprus

Step-by-step guide to the procedure

1. Check the current company name with the Cyprus Registrar of Companies for availability. The name cannot coincide with the name of any existing company in Cyprus. If there is a match, the current company name must be changed.

2. Prepare in the BVI a set of company documents required for the change of jurisdiction to Cyprus:

  • Certificate of Incorporation, apostilled original;
  • Certificate of Incumbency, notarized and apostilled original;
  • Certificate of Good Standing, apostilled original;
  • Resolution of Shareholder(s), notarized and apostilled original;
  • Resolution of Director(s), notarized and apostilled original;
  • Special Certificate confirming the company can continue outside the BVI, apostilled original;
  • Register of Directors, certified by registered agent, notarized and apostilled;
  • Register of Shareholders, certified by registered agent, notarized and apostilled;
  • Legal Opinion, original signed by a BVI practicing lawyer / registered agent, confirming that:

"(a) the application to transfer the corporate seat of the companies to Cyprus is permitted by the laws of BVI; and

(b) the consent of the shareholders, creditors, workers and/or debenture holders of the companies has been taken by such manner or proportion as required by the laws of BVI"

3. Prepare a set of documents in Cyprus:

• Affidavit from the Directors of the company sworn before court and apostilled, confirming:

  1. Company name;
  2. Jurisdiction where the company is incorporated;
  3. Incorporation date;
  4. Copy of the notice given to the Registrar in the country of incorporation of the company's intention to transfer to Cyprus;
  5. Confirmation that the company is not involved in any legal proceedings;
  6. Confirmation of solvency of the company;

• Register of Directors signed by the secretary and a Cypriot lawyer;

• Register of Shareholders signed by the secretary and the Cypriot lawyer;

• Memorandum & Articles of Association (English and Greek) – submitted unsigned;

• Form НЕ 2 in the case of company name change;

• Translation into Greek of all documents, including those at point 2.

4. File the set of documents with the Cyprus Registrar of Companies.

The documents are filed with the Cyprus Registrar of Companies by a Cypriot lawyer. The owners and/or executive directors do not need to be present at the time of filing.

5. Obtain a Temporary Certificate of Continuation from the Cyprus Registrar of Companies which confirms that the BVI company is temporarily registered in Cyprus and can complete deregistration in the country of incorporation within 6 months.

6. In order to complete the redomiciliation (“discontinuation”), submit to the BVI Registrar of Corporate Affairs copies of documents certified by the registered agent:

  • Temporary Certificate of Continuation issued in Cyprus;
  • Affidavit from the Director;
  • Resolution of Shareholder(s);
  • Resolution of Director(s);
  • Special Certificate.

7. Obtain from the BVI Registrar of Corporate Affairs a Certificate of Discontinuance.

8. Cypriot lawyer submits to the Cyprus Registrar of Companies the original Certificate of Discontinuance, apostilled and translated into Greek, within 6 months of the date of issue of Temporary Certificate of Continuation, together with Form ME4.

9. The Cyprus Registrar of Companies issues a Certificate of Continuation (in English and Greek) confirming the completion of the transfer of an overseas company to Cyprus.

10. Obtain from the Cyprus Registrar of Companies certificates of registered office, directors, shareholders, and the Memorandum & Articles of Association. The overall redomiciliation time is from two months on average.

Restrictions

  1. A company must be in good standing.
  2. A company must not be struck off the register of the previous country before the Cyprus Registrar issues a Temporary Certificate of Continuation. Otherwise, the Cyprus Registrar has a full right to cancel the application of the company for its transfer to Cyprus.
  3. A company cannot be in liquidation.
  4. A company cannot be redomiciled if any insolvency or execution proceedings have been initiated against it and/or any legal proceedings have been commenced against it regarding the contravention of laws of the country of its incorporation.

Financial Statements and Audit

As Cyprus companies are required to prepare and file financial statements, we recommend that once a decision is made to transfer the company to Cyprus, prepare management accounts and company books up to the date of redomiciliation. The management accounts and accounting records made up to the date of change of the company’s jurisdiction will show the incoming balances, which will reduce future accounting and audit costs.

As Cyprus companies are required to prepare and file financial statements, we recommend that once a decision is made to transfer the company to Cyprus, prepare management accounts and company books up to the date of redomiciliation. The management accounts and accounting records made up to the date of change of the company’s jurisdiction will show the incoming balances, which will reduce future accounting and audit costs.

Fees*

Services
Fees (EUR, not including VAT)**
Supporting the company’s redomiciliation from the BVI, including the preparation of a set of documents to change the jurisdiction to Cyprus (outgoing part)
5 500***
Supporting the company’s redomiciliation to Cyprus (incoming part), not including the preparation of management accounts, Annual Levy or registered office for the company
6 500
Annual Levy
350
Registered office in Cyprus for the first year, including secretary
1 200
Preparing management accounts up to the date of transfer of the company to Cyprus
100 – 400/hour
(based on time spent)
TOTAL:
from 13 550

*The fees are valid as of the date of sending of this offer.

**The invoices will include 19% VAT on the services rendered, except Annual Levy and tax payments.

***The fee is indicative. The final fees for redomiciliation of the company to Cyprus and preparation of the necessary set of documents will depend on the policies and requirements of the registered agent that administers the company in the country of incorporation.

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13550 EUR
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