Right of a company to register as company continuing outside the Republic
Article 354I- A company which is registered under the present Law, may, and after having obtained the prior consent of the Registrar, submit an application to the competent authority of the country or jurisdiction who had chosen to register in order to continue under the legal regime of the country or jurisdiction.
Application for consent of the Registar for the continuation of the company outside the Republic
Article 354IA- the application for consent of the Registrar, must be accompanied by a statement signed by at least two company competent advisors authorized by the Board or, if the Board of Directors consists of an Executive Director, by him, and contains the following:
(a) The name of the company requesting to register in an approved country or jurisdiction,
(b) The place of the proposed company’s registration and the name and address of the competent authority of the approved country or jurisdiction, and
(c) The date on which it is proposed to establish the headquarters of the company in a specific country or jurisdiction.
Requirements for the consent of Registrar
Article 354IB- In order for the Registrar to provide consent, the following conditions must be met:
(a) A special resolution of shareholders of the company in accordance with the company’s articles and it’s memorandum to authorize the request.
(ii) Before the general meeting the consultants must present the interim accounts which include the records and the important changes of actual value which does not arise from the records prepared at the date of the invitation to this General meeting.
(iii) The special resolution with the interim accounts shall be delivered to the Registrar for filing in the company’s file.
(b) The company must have delivered to the Registrar a statement confirming the solvency of the company and confirming that the consultants are not aware of any circumstances which might impair the solvency of the company within a period of three years. Such declaration shall be signed by at least two consultants of the company, authorized by the Board of Directors.
(c) Where the company conducts, within or from the Republic, any activity which needs authorization from any competent authority, the company must have supplied to the Registrar a proof of the consent of such competent authority in order for the company to continue in another country or jurisdiction.
(d) Where the company is a public company, it must have supplied to the Registrar has supplied to the Registrar the consent of the stock exchange and the consent Cyprus Scientific and Technical Chamber.
(e) Must have paid all fees and must have completed all the procedures relating to the work of the company pursuant to this Act,
(f) Must have submitted the application of consent to the Registrar,
(g) Must not have initiated procedures for dissolution of the company, or insolvency procedures, or for settlement or compromise procedures.
(h) The company at the time of application for the consent of the Registrar must not have violated their duties or obligations under the present Law, and
(I) The company must have paid all taxes and duties which are due
(2) Each company consultant who makes a declaration of solvency, is guilty of offence and, in the event of conviction, shall be subject to imprisonment not exceeding one year and a financial penalty not exceeding Euro 34.172,03.
Right of creditors to object to the continuation of the company
Article 354I C-The Registrar refuses to consent to the continuation, of the company to another approved country or jurisdiction, until three months is spent from the publication, in two daily newspapers of wide circulation daily in the Republic. Proof of publication constitutes a copy of the publication in the newspaper, which must be presented the registrar within fourteen (14) days.
(2) During the aforementioned period any creditor of the company may file an objection to the Court for the continuance of the company under the legal system of another country. The Court may approve by Order the continuation of the company in question, or to accept the continuation of the company on the basis of adequate safeguards, or prohibit the continuation of the company.
Article 354I D-Provided that the requirements of 3541B are met and the period of three months has ended which is referred to in article 3541G and without an objection for the continuation of the company or where the Court approved the continuation of the company the Registrar is obliged to provide his/her consent for the continuance of the company under the legal regime of another country or jurisdiction.
Deletion from the register
Article 354I E- With the issue of the certificate of continuance, on the basis of which the company continues to another approved country or jurisdiction, the company shall immediately provide a copy of the document of continuation to the Registrar and the company ceases to be a registered company in the Republic from the date of which the application of continuation to another country is entered into force, the Registrar deletes the name of the company from the register and issues a certificate of deletion.
2 of 124 (j) of 2006. Register of companies that continue outside Cyprus
Article 354I F- the Registrar shall keep a register of all companies that have received the consent to be recorded as continuing in another approved country or jurisdiction.
‘alien company’ means the company established outside the Republic.
‘certificate of continuance’ includes any paper document or a certificate which confirms that the company has been registered as continuing in an approved country or jurisdiction outside the Republic.
‘approved country or jurisdiction‘ means country or jurisdiction which has similar or the same legislation with the provisions of this law.
‘continuing company’ means the company which continues to exist as a legal person under the legal status of another approved country or jurisdiction.
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