A company that redomiciles to Cyprus does not start again. It continues as the same legal person, with the same assets, liabilities, contracts and trading history, but it becomes a company registered under the Cyprus Companies Law, Cap. 113. For groups that want an EU, common-law base without liquidating an existing entity, this is often cleaner than forming a new company and transferring the business across.
When redomiciliation makes sense
Continuation is most useful where the existing company holds things that are hard to move: long-term contracts, licences and intellectual property, banking history, or shareholdings in subsidiaries. Moving the company itself avoids assigning each of them. It is less suitable where the departure country does not permit companies to leave, where a regulator must re-authorise the activity, or where an exit tax in the departure country outweighs the benefit.
There are three common alternatives to compare before deciding:
- Redomiciliation (continuation): the company itself moves its registered seat to Cyprus.
- A new Cyprus company: the business, assets or shares are transferred into a newly incorporated entity.
- An EU cross-border conversion or merger: for companies already in the EU, the procedures under the EU company-law directive (as amended by Directive (EU) 2019/2121) may be available.
The legal basis
Inbound continuation is governed by the redomiciliation provisions of the Cyprus Companies Law, Cap. 113 (sections 354A onwards), administered by the Department of Registrar of Companies and Intellectual Property. The same law also contains the procedure for a Cyprus company that wants to leave.
Who can redomicile to Cyprus
- The departure country must allow it. The law of the country where the company is registered has to permit a company to continue abroad.
- The constitution must allow it. The memorandum and articles must permit continuation, or be amended before the application.
- The company must be in good standing. It should not be in liquidation, insolvency or similar proceedings, and its directors will confirm its solvency.
- Registered shares only. Cyprus law does not recognise bearer shares, so the share capital must consist of registered shares.
- A compliant name. A private company's name must end in "Limited" or "Ltd", and the name should be approved by the Registrar in advance.
- Licensed activities. Where the activity is regulated in Cyprus, for example by the Central Bank of Cyprus or CySEC, the relevant consent is needed.
Documents usually required
- The prescribed application form filed with the Registrar of Companies;
- a board and, where required, shareholder resolution approving the continuation;
- the existing constitutional documents and the proposed memorandum and articles adapted to Cyprus law;
- a certificate of good standing and the certificate of incorporation from the departure country, apostilled or legalised;
- a director's affidavit or declaration confirming, among other things, solvency and that the departure authorities have been notified;
- details of the directors, secretary, shareholders and registered office in Cyprus; and
- certified Greek translations of foreign documents where the Registrar requires them.
The process step by step
- Feasibility and tax review. Confirm that both jurisdictions permit the move, check departure-country exit taxes and regulatory consents, and decide how the company will be managed after arrival.
- Name approval and constitutional changes. Reserve the Cyprus name and amend the constitution so it allows continuation.
- Application to the Registrar. File the application with the supporting documents.
- Temporary Certificate of Continuation. If satisfied, the Registrar issues a temporary certificate and the company is provisionally registered in Cyprus.
- Deregistration abroad. The company must provide evidence that it has been removed from the foreign register within six months of the temporary certificate. If it does not, the Registrar may reject the continuation.
- Final Certificate of Continuation. Once removal abroad is proven, the Registrar issues the final certificate.
- Post-registration set-up. Register with the Tax Department, VAT and Social Insurance where relevant, file the beneficial ownership information, and put accounting, audit and board procedures in place.
Timing depends mostly on how quickly apostilled documents can be collected and how quickly the departure registry deregisters the company. End-to-end, the process commonly takes several months, and longer where a regulator's consent is needed.
Tax after the move: what changed in 2026
The Cyprus tax reform that took effect on 1 January 2026 changes several points that matter for a company arriving in Cyprus.
- Corporate tax rate. The rate is 15% from the 2026 tax year.
- Tax residence. A company incorporated in Cyprus is now tax resident by incorporation, unless an applicable double tax treaty allocates residence elsewhere. A company that transfers its registered seat to Cyprus is treated in the same way. Management and control still matters: where another country also claims residence, the treaty tie-breaker, usually the place of effective management, decides. See our guide to Cyprus company tax residency in 2026.
- Fair-value asset base. When a company becomes Cyprus tax resident, the tax base of its assets is generally set at fair value. From 2026 this applies to companies arriving from non-EU countries as well as from EU member states, so a supportable valuation at the date of arrival is important.
- Deemed dividend distribution. The deemed distribution rules no longer apply to profits generated after 31 December 2025.
- Dividends to Cyprus resident, domiciled individuals. Defence contribution withholding on such dividends falls from 17% to 5%.
Two points sit outside Cyprus law and must be checked separately: whether the departure country charges an exit tax when the company leaves, and whether its tax treaties and controlled foreign company rules still reach the company or its shareholders.
Substance, banking and governance
Registering the company in Cyprus is the legal step; operating it from Cyprus is what makes the tax position defensible. In practice that means a board with genuine Cyprus decision-making, board meetings held and minuted in Cyprus, records kept here, a registered office and an appropriate level of local presence for the company's activities. Open the Cyprus bank or payment account before the company is deregistered abroad, so that it can keep trading throughout. For holding and IP companies, read our Cyprus substance guide and the IP Box requirements before the move.
Accounting and audit from day one
From continuation the company keeps its accounting records under Cyprus law, prepares financial statements under IFRS as adopted by the EU and is generally subject to statutory audit. The first Cyprus financial statements should deal clearly with the opening position at the date of continuation, including the fair-value tax base of the assets brought in. Plan the first year's statutory audit and tax compliance at the outset rather than after year end.
A short checklist
- Both countries permit continuation, and the constitution has been amended;
- departure-country exit tax and regulatory consents reviewed;
- name approved and documents apostilled and translated;
- Cyprus board, registered office and bank account ready;
- fair-value valuation of assets at the date of arrival;
- Tax Department, VAT, Social Insurance and beneficial-ownership registrations planned; and
- first-year accounting, audit and tax calendar agreed.
2026 update: from 1 January 2026 a company that transfers its registered seat to Cyprus is generally Cyprus tax resident by incorporation unless a double tax treaty provides otherwise, and the fair-value tax base on arrival also applies to companies coming from outside the EU.
Prepared by G. Adamides Audit Ltd. This article is general information, not advice for a specific fact pattern.