Redomiciliation of the Company to Cyprus

Procedural Requirements
Pursuant to the Companies Law Cap. 113 a foreign company provided it can be redomiciled to a foreign state can accept a Company to be redomiciled and continue in Cyprus. The following is a brief synopsis of the procedure to the followed:
a) a resolution authorising the Belize company to obtain registration in Cyprus as a continuing legal body;
b) a copy of the amended Memorandum and Articles of Association of the Belize company in accordance with the provisions of the Cyprus Companies Law Cap. 113;
c) a certificate of good standing of the Belize company issued by the competent authority;
d) an affidavit from the director of the Belize company confirming the following:
1. The current name of the Belize company and the name under which it shall continue to use in Cyprus. The desired name shall need to bear the word ‘Limited’ at the end and an application must be filed with the Cyprus Registrar of Companies to receive
approval of such name.
2. The jurisdiction under which the Belize company is currently registered.
3. The date of registration of the Belize company.
4. The resolution or any other similar document of the Belize company authorizing the registration of the Belize company in Cyprus as a continuing legal body.
5. The notification of the Belize company addressed to the relevant authorities of its jurisdiction, expressing its wish to continue as being registered in Cyprus (a copy of which must be attached to the affidavit).
6. That no civil or criminal proceedings are pending against the Belize company, in its country of registration.
7. An affidavit by a duly authorized director of the Belize company or the management body (as may be applicable) , confirming the solvency and financial good standing of the Belize company and that he is not aware of any matters which may negatively
affect the solvency of the company for the next 12 months as of the date of the application.
8. A list of the directors and secretary and/or managers of the Belize company.
9. A list of the members/shareholders of the Belize company.
10. Any other document which the Cyprus Registrar of Companies may deem appropriate to confirm that such application is allowed in accordance with the laws of the country where by the Belize company is registered and the parties needed to consent to such action under the laws of the country of first incorporation have so consented.
11. If the Belize company is carrying out any activities for which a permit is required under the provisions of the law in their jurisdiction or in Cyprus, then the Belize company must provide the Cyprus Registrar of Companies with a relevant consent for
their re-domiciliation by the competent authority of their country and such permit shall also need to be obtained by the Cyprus Authorities.

The Registrar of Companies of Cyprus, upon the examination of the above mentioned documents and its satisfaction that they are in accordance with all legal requirements, issues a Temporary Certificate of Continuation to the effect that the Belize company is temporarily registered as a continued entity in the Republic of Cyprus as from that date.

Temporary Certificate of Continuation
From the date of issuance of the Temporary Certificate of Continuation the Belize company:
a) is considered as a legal entity incorporated in accordance with the laws of Cyprus and that
it is temporarily registered in the Republic of Cyprus for the purpose of the Companies
Law Cap. 113;
b) has the same liabilities and is eligible to exercise all powers that registered companies
have in accordance with the Laws of Cyprus;
c) its bylaws are considered as the Memorandum of the company and where applicable as its
Articles of Association;
d) subject to the following caveats, the registration of the Belize company is not lawful and
is void if it is done:
1. for the purpose of establishing a new legal entity;
2. to damage or affect the continuance of the Belize company as a legal body;
3. to affect the property of the Belize company and the way this company will maintain
its assets, rights and obligations;
4. to render ineffective any legal or other procedures files or to be filed against the Belize
company;
5. to acquit or prohibit from any conviction, judgment, opinion, debt, order or liability
against the Belize company or its officials or shareholders.

Within six months from the issuance of the Temporary Certificate of Continuation, the Belize company must present sufficient evidence to the Cyprus Registrar of Companies that it has been disallowed from being a company registered in the country of initial incorporation.

Prohibitions
The above are subject to the following caveats:
1. The company must not be struck off from the Belize registry any time before the
Temporary Certificate of Continuation is issued by the Cyprus Registrar of
Companies.
2. Up to that time the company must be in existence and in good standing
3. The application to be deleted from the Belize registry must be made only after the Temporary Certificate of Continuation is issued.

Where no adverse evidence is available to the effect that the Belize company has been disallowed, the Cyprus Registrar of Companies may strike off the name of the Belize company from its registry and inform the Belize authorities accordingly or to give three months extension to present the necessary documents to his satisfaction.

Certificate of Continuation
Upon presentation of the certificate of discontinuance as evidence that the Belize company has been disallowed from being a company registered in the country of initial incorporation, the Cyprus Registrar of Companies issues the final Certificate of Continuation which certifies that the Belize company has been registered in the Republic of Cyprus.

Rejections
The applications of Belize companies to re-domicile in the Republic of Cyprus may be rejected by the Cyprus Registrar of Companies in the following cases:
1. When dissolution, winding-up or any other insolvency proceedings, settlements or
writs have been commenced against the Belize company.
2. When a liquidator or receiver has been appointed for the company.
3. If an order and/or judgment was issued limiting the rights of the company’s creditors.
4. If any criminal or civil proceedings have commenced against the company in the jurisdiction of its incorporation.