Redomiciliation of a company from Dominica to Cyprus: procedure of change of jurisdiction. Service offer

• It is not an offshore jurisdiction;
• Flexible law, common principles with English law, which is an advantage when entering into a shareholder agreement between shareholders;
• Relatively low profit tax rate (12.5%);
• No dividend withholding tax;
• Incoming dividends are also exempt from taxes;
• No capital gains tax (for example, when members cease to be members/sell their shares in the company);
• Possibility to create a structure where the country of the company’s incorporation, director’s residency and country of bank account coincide (required by most banks and counterparties);
• Wide network of international double taxation treaties;
• Possibility to create substance and obtain the tax resident status, which becomes the main element of international taxation.

The procedure of redomiciliation of a company consists in a change of the country of incorporation while retaining all existing business relations. The national legislation of the country where the company is incorporated as well as its Memorandum and Articles of Association must permit the transfer of the company to another country.

Cyprus permits redomiciliation in accordance with the Companies Act Cap. 113, 124 (I) 2006, 354B.

1. Check of the company’s current name with the Registrar of Companies in Cyprus for uniqueness. The name may not be the same as that of a company in existence in Cyprus. If it is the same, the company’s name will have to be changed.

2. Signing of resolution to redomicile the company to Cyprus by director.

Extract from that resolution (in 3 copies) shall be filed with the Registrar in Dominica.

If a charge is registered in respect of the company’s property, a special prescribed declaration shall be filed with the registration authority of Dominica.

3. Preparation of the set of documents of the company in Dominica required to change jurisdiction to Cyprus:

• Certificate of Incorporation, original with apostille;
• Certificate of Incumbency, notarized original with apostille;
• Certificate of Good Standing, original with apostille;
• Resolution of Director(s), notarized original with apostille;
• Letter from local lawyers confirming that the company may continue outside Dominica, original with apostille;
• Register of Directors, certified by the registered agent and notarized, with apostille;
• Register of Shareholders, certified by the registered agent and notarized, with apostille;

4. Preparation of the set of documents in Cyprus:

• Affidavit (certified in court and with apostille) signed by directors of the company and confirming:
  • the name of the company,
  • the jurisdiction where the company is incorporated,
  • the date of the company’s incorporation,
  • no litigations (confirmation that the company is not participating in litigations),
  • the company’s solvency, and containing a copy of the notice of the company’s intent to be redomiciled to Cyprus filed with the Registrar in the country of incorporation;
• Register of directors signed by the secretary and a Cypriot lawyer;
• Register of shareholders signed by the secretary and a Cypriot lawyer;
• Articles of Association (English and Greek versions) – shall be submitted unsigned;
• Form НЕ2 (filed when changing the name);
• Translation of all the documents, including those mentioned in clause 2 above, into Greek.

5. Submitting the set of documents to the Registrar of Companies in Cyprus.

6. Obtaining from the Registrar of Companies in Cyprus the Temporary Certificate of Continuation, which confirms that the company is temporarily registered in Cyprus and may finish its deregistration in the country of incorporation within 6 months.

7. Finalization of the procedure of redomiciliation (“discontinuation”) in Dominica, filing required documents:

• certified copy of the Certificate of Continuation;
• certified copy of the Memorandum and Articles of Association;
• certified copy of director’s resolution to redomicile the company.

8. Obtaining from the Registrar of Companies in Dominica the Certificate of Discontinuance.

9. The original Certificate of Discontinuance with apostille and translation into Greek shall be filed by a Cypriot lawyer with the Registrar of Companies in Cyprus within 6 months after the date of issue of the Temporary Certificate of Continuation, along with Form ME4.

10. The Registrar of Companies in Cyprus issues the Certificate of Continuation that confirms the completion of change of jurisdiction of the foreign company to Cyprus in English and Greek.

11. Obtaining in Cyprus current certificates of address, directors, and shareholders, and the Articles of Association from the Registrar of Companies in Cyprus.

1. The company must be in good standing.
2. The company must not be struck off from the register of the previous country before the Registrar of Cyprus issues the Temporary Certificate of Continuation. Otherwise the Registrar of Cyprus has the right to cancel the company’s application for its redomiciliation to Cyprus.
3. The company may not be in the process of liquidation.
4. The company may not be redomiciled if an insolvency proceeding or court order execution proceeding has been instituted in relation to the company and/or there are lawsuits against or in relation to the foreign company concerning breach of laws of its country of incorporation.

The management accounts and accounting records for the period preceding the change of jurisdiction by the company will provide the opening balance which will reduce further accounting and audit costs.

[1] The service fees are effective as of September 2024.

[2] Issued invoices will include VAT – 19% of provided services, except for the payment of tax obligations.

[3] The stated cost of services is basic. The final assessed cost of services for redomiciliation of a company to Cyprus and preparation of the necessary set of documents depends on the policy and requirements of the company’s registered agent in its country of incorporation.