Re-domiciliation to Cyprus — Transfer Your Company, Keep the Entity

Redomiciliation (also called continuation) is the transfer of a company\'s legal domicile from one jurisdiction to another while preserving the same legal entity. The company does not dissolve and reform — it keeps its incorporation date, its existing contracts, its bank accounts, and its legal history. Cyprus permits inward redomiciliation under Part XIV of Cap. 113, which allows a foreign company to continue as a Cyprus company registered under Cyprus law.

What redomiciliation is not: it is not a merger, an asset transfer, or a new incorporation. It is not a change of ownership — the shareholders stay the same. It is not a change of directors (though you may change them after redomiciliation). It is a change of the company\'s registered jurisdiction, nothing more. The company\'s assets, liabilities, contracts, and history all transfer automatically because the legal entity itself transfers.

The advantage over forming a new company: no break in legal continuity. If you form a new Cyprus company and transfer the business, you need to novate every contract, transfer every bank account, re-register every licence, and potentially trigger transfer taxes. Redomiciliation avoids all of this — the company is the same entity, just registered in Cyprus. Contracts continue on their existing terms, bank accounts stay open, and the incorporation date on the company register does not change.

The limitation: not all jurisdictions permit outward redomiciliation. If your company is incorporated in a jurisdiction whose domestic law does not allow continuation abroad, you cannot redomicile — you must form a new Cyprus company and transfer the business. The eligibility checker above shows which jurisdictions permit outward redomiciliation and which do not.

The redomiciliation process has four stages. First, obtain a certificate of good standing from the origin jurisdiction — this confirms the company is solvent, filing-compliant, and permitted to redomicile. The origin Registrar issues this, typically within 5–10 working days, at a cost of €200–€500 depending on the jurisdiction.

Second, pass a board resolution to redomicile. The board approves the continuation to Cyprus, authorises the filing, and appoints a Cyprus-licensed lawyer to swear the HE1 statutory declaration. The shareholders may also need to approve the redomiciliation depending on the origin jurisdiction\'s requirements — check with your origin advisor.

Third, file the continuation application with the Cyprus Registrar. The filing includes: the Memorandum and Articles of Association (amended to reflect Cyprus law), HE1 (statutory declaration of compliance, sworn by a Cyprus-licensed lawyer), HE2 (registered office in Cyprus), HE3 (directors and secretary), the certificate of good standing from the origin jurisdiction, and the registration fee of €165 (or €265 expedited). The Cyprus Registrar reviews the documents and, if satisfied, issues a Certificate of Continuation — typically in 5–10 working days (standard) or 1–2 days (expedited).

Fourth, deregister in the origin jurisdiction. Once the Cyprus Certificate of Continuation is issued, file the cessation of registration with the origin Registrar. The company is then removed from the origin register and exists solely as a Cyprus company. After deregistration, register the UBO with the Cyprus beneficial ownership register (any person owning 25%+), register with the Tax Department for a TIC, and register for VAT if turnover exceeds €15,600. The whole process takes 4–6 weeks end to end.

Cyprus does not charge an entry tax on redomiciliation. The company is treated as continuing, not as a new acquisition — there is no deemed disposal of assets, no capital gains charge, and no transfer tax. The company\'s assets transfer at their existing book values, and the company\'s tax history (loss carry-forwards, accounting periods) generally continues, subject to the origin jurisdiction\'s rules on loss preservation.

The origin jurisdiction may charge an exit tax. BVI, Seychelles, Marshall Islands, Cayman, Isle of Man, and Bermuda generally do not levy exit taxes on redomiciliation — their domestic law treats continuation as a permitted departure, not a taxable event. If the company holds assets that would trigger capital gains in the origin jurisdiction (for example, real estate in a jurisdiction that taxes gains on departure), consult a local advisor before proceeding.

Post-redomiciliation, the company is a Cyprus tax resident, subject to 15% corporate tax on its worldwide income. Dividends received from qualifying subsidiaries are exempt under Section 14 (participation exemption). Dividends paid to non-dom shareholders carry 0% SDC. Capital gains on the disposal of subsidiary shares are exempt under Section 10(1)(f). The company can access the 65+ treaty network and the EU directives (parent-subsidiary, interest and royalties, merger).

The tax trade-off: if your company is currently in a 0% jurisdiction (BVI, Cayman), moving to Cyprus means paying 15% corporate tax on active profits. The trade-off is worth it when you need treaty access, EU passporting, banking relationships, or a reputable jurisdiction for contracting with EU counterparties. If your company is purely a passive holding vehicle with no need for treaty access or EU presence, the 15% cost may not be justified — see the tax comparison above to model your specific position.