REDOMICILIATION OF COMPANIES

On 6 July 2007, the House of Representatives enacted regulations which enable the redomiciliation of Companies to and from Cyprus.

As regards redomiciliation to Cyprus, the following is required:

1. Information
1. Name of Overseas Company;
2. Registration number of Overseas Company;
3. Proposed Continuing Name;
4. Country or jurisdiction where the Overseas Company has been incorporated;
5. Date of Incorporation;
6. Nature of Company's Activities;
7. Authorised capital.
2. Documents Required
1. The resolution or any other relevant document of the Overseas Company that authorizes the Overseas Company to register as a continuing Company in the Republic;
2. Copy of a revised certificate of Incorporation;
3. Certificate of Good Standing or other document from the relevant authority of the country or the jurisdiction where the Overseas Company has been incorporated;
4. Affidavit by an authorised representative of the Overseas Company confirming the following:
1. The name of the Overseas Company and the name under which it will continue to exist in the Republic;
2. The procedure under which the Overseas Company has been incorporated;
3. The resolution or the relevant document deciding that the Overseas Company will be incorporated as continuing in the Republic;
4. That the Overseas Company has given official notification to the relevant authority in the country of incorporation of its intention to be registered as continuing in the Republic;
5. Please note that the sworn affidavit has to be accompanied by a receipt of such official notification;
5. Affidavit of solvency;
6. List of directors of the Overseas Company;
7. List of current members of the Overseas Company;
8. Documents by which the provisions of Section 354 C(1)(h) are satisfied. The requirements are as follows:
1. Document that the application is permissible under the Laws of the country in which the Overseas Company has been registered;
2. Document that the consent of such number or proportion of the shareholders, bondholders and/or creditors and employees as is required by the Laws of the country of incorporation has been obtained?
9. Official consent from a relevant authority of the country of incorporation for the registration of the Overseas Company as continuing in the Republic. (Where applicable);
10. Consent from relevant authorities of the Stock Exchange where the Company has listed its shares (where applicable);
11. Statement by a director of the Company according to Section 354 C(1)(d);
12. Statement in lieu of prospectus or corresponding document for public companies according to Section 354 D(2).

As regards the redomiciliation from Cyprus, the following is required:

1. Information
1. Registration number of Company;
2. Name of Company;
3. Proposed Continuing Name outside the Republic;
4. Country or jurisdiction where the company intends to continue;
5. Name and address of the relevant Overseas Authority;
6. Date of the proposed transfer of the registered office of the Company outside the Republic;
7. Nature of Company's Activities;
8. Address of the registered office of the Company.
2. Documents Required
1. Special resolution of the general meeting of the shareholders of the Company authorizing the filing of the application for redomiciliation and approving the interim financial statements of the Company;
2. Certified and audited interim financial statements according to Section 354 IB(a) of the Law;
3. Completed and duly signed Declaration of Solvency of the Company;
4. Documents from the relevant Authorities which confirm that the Company does not owe any taxes and customs duties according to Section 354 IB(1) (h);
5. Approval from the relevant Cyprus supervisory or regulatory authority for continuance of the Company outside the Republic. (where applicable);
6. Consent from the Stock Exchange where the Company has listed its shares (where applicable);
7. Consent from the Cyprus Securities and Exchange Commission (where applicable);
8. Statement by a director of the Company according to Section 354 IA;
9. Statement in lieu of prospectus or corresponding document for public companies according to Section 354 IB(1)(D).