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articles | 14 October 2019 | Soteris Pittas & Co LLC

Cyprus: Achieving Re-domiciliation of Companies in Jurisdictions that do not provide ‘’Pure Re-domiciliation’’ Procedures

Jurisdictions such as Cyprus, BVI, Delaware, Luxembourg and Switzerland happen to provide for statutory provisions that allow for pure re-domiciliation of companies.

In Cyprus this is provided by Articles 354 B and 354 I of CAP 113 which provide the following:

‘’354B. A foreign company, the memorandum of which provides for the possibility of continuation of the company under the legal regime of another approved jurisdiction, may request from the Registrar to register it as continuing in the Republic under the provisions of this law.’’

‘’354I. A company registered pursuant to this Law may, if the laws of another country or jurisdiction allow it, and having previously obtained the consent of the Registrar, submit an application to the competent authority of the country or jurisdiction with which it has chosen to register, in order to continue under the legal regime of that country or jurisdiction.’’

In contrast, the United Kingdom, Hong Kong and most Civil law jurisdictions, do not provide a ‘’pure re-domiciliation’’ procedure. Nevertheless, in such jurisdictions re-domiciliation can be achieved through analogous methods.

Mainly, these are the following:

(a) Takeovers;

(b) Schemes of Arrangement;

(c) Voluntary Liquidation;

For companies located in Member States of the European Union, there is also the option of pure re-domiciliation between Member States through the use of a European Public Limited Corporation.

 

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