Redomiciliation of a British Virgin Islands (BVI) Company to the Republic of Cyprus. Procedure of jurisdiction change

• 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.

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:

• Shareholders Resolution to redomicile the company (notarized and apostilled);
• Directors Resolution to redomicile the company (notarized and apostilled);
• Letter of instruction from the ultimate beneficial owner;
• Letters of notification to the creditors and members of the intention to redomicile the company;
• Publication in the Gazette (local official newspaper) of notice of intent to redomicile the company;
• Filing of a notice with the BVI Registrar that the publication has been made and all necessary notifications have been sent out;
• Certificate of Incorporation (duplicate certified by the BVI Registrar and apostilled);
• Memorandum and Articles of Association (duplicate certified by the BVI Registrar and apostilled);
• Certificate of Good Standing issued in the BVI – not older than 3 months (apostilled original);
• Certificate of Incumbency issued in the BVI – not older than 3 months (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. сompany name;
2. jurisdiction where the company is incorporated;
3. incorporation date;
4. confirmation that the company is not involved in any legal proceedings;
5. confirmation of solvency of the company and containing the copy of the notice given to the Registrar in the country of incorporation of the company’s intention to transfer to Cyprus;

• 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.

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 ерк 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 new Memorandum & Articles of Association.

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.

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. In addition, BVI companies are required to prepare simplified financial statements (Annual Financial Returns) from 1 January 2023.

*The fees are valid as at April 2024.

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

***The fee is indicative. The final cost of 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.