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

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

Redomiciliation (continuation) of a company means changing its 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).

Cyprus permits redomiciliation under the Companies Act Cap. 113, 124 (I) of 2006, section 354B.

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.

An extract from this resolution (in 3 copies) is filed with the Seychelles Registrar.
If a company has a charge registered in respect of the property, a special declaration in the prescribed form is filed with the Seychelles Registrar.

• Certificate of Incorporation (apostilled original);
• Certificate of Incumbency (notarized and apostilled original);
• Certificate of Good Standing (apostilled original);
• Resolution of Director(s) (notarized and apostilled original);
• Certificate confirming that the company can continue outside Seychelles (apostilled original);
• Register of Directors (certified by the registered agent, notarized and apostilled);
• Register of Shareholders (certified by the registered agent, notarized and apostilled).

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

• company name,
• jurisdiction where the company is incorporated,
• incorporation date,
• confirmation that the company is not involved in any legal proceedings,
• confirmation of solvency of the company,

and containing the notice given to the Registrar in the country of incorporation of the company’s intention to transfer to Cyprus;

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

C) Register of Shareholders signed by the secretary and the Cypriot lawyer;

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

E) Form НЕ2 (in the case of company name change);

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

which confirms that the Seychelles company is temporarily registered in Cyprus and can complete deregistration in the country of incorporation within 6 months.

(“discontinuation”) in the Seychelles, submit the necessary documents:

• Notice and Certificate of Directors, and
• certified copy of the Certificate of Continuation (can be certified by a Seychelles notary).

apostilled and translated into Greek, within 6 months of the date of issue of the Temporary Certificate of Continuation, together with Form ME4.

(in English and Greek) confirming the completion of the transfer of an overseas company to Cyprus.

of registered office, directors, and shareholders, and the 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.

*The fees are valid as or August 2024.

**The invoices will include 19% VAT on the services rendered, except 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.