REGISTRATION OF A FOREIGN COMPANY AS A COMPANY CONTINUING IN THE REPUBLIC OF CYPRUS PURSUANT TO COMPANIES LAW, CAP.113
PETROS YIANNAKAS & ASSOCIATES LLC
A. SUITABILITY FOR REGISTRATION AS A COMPANY CONTINUING IN THE REPUBLIC OF CYPRUS
An overseas company, the memorandum of which enables it to continue under the legal regime of another approved country or jurisdiction, may ask from the Registrar of Companies in Cyprus (the ‘Registrar’) to be registered as a company continuing in the Republic of Cyprus (the ‘Republic’) pursuant to the provisions of the Cyprus Company Law, Cap. 113 (the ‘Law’).
B. APPLICATION TO REGISTER AND SUPPORTING DOCUMENTS
The application submitted to the Registrar by the overseas company for its registration as continuing in the Republic shall be accompanied by the following documents:
(i) the name of the overseas company and the name under which it will continue to exist, which must comply with the requirements with respect to the memorandum pursuant to the Law;
(ii) the jurisdiction under which the overseas company has been incorporated;
(iii) the date of incorporation of the overseas company;
(iv) the resolution or the equivalent document deciding that the overseas company will be incorporated as continuing in the Republic according to paragraph 2 (a) above;
(v) that the overseas company has given official notice to the relevant authority in the country of incorporation of its intention to be registered as continuing in the Republic, according to the procedure laid down in the Law:
Provided that the sworn affidavit must be accompanied by a receipt of such official notification;
(vi) that no administrative or criminal proceedings have been commenced against the overseas company for the contravention of the laws of the country or the jurisdiction in which it has been incorporated;
(i) such an application is permissible under the laws of the country or jurisdiction in which the overseas company has been incorporated, and
(ii) the consent has been received by such number or proportion of the shareholders, employees, debenture holders and/or creditors of the overseas company as required by the laws of the country or jurisdiction of incorporation.
All documents above provided by the overseas company, must be in Original Form, Notarised and Apostilled. Then the documents are officially translated in Cyprus in Greek language and then the originals and their true translations are submitted together to the Registrar.
The above requested documents only refer to private companies. Where the overseas company is a public company, additional documents are required in support of the application.
C. PROCEDURE FOR REGISTRATION IN THE REPUBLIC
1. The documents referred to in paragraphs B above must be delivered to the Registrar for submission, who upon satisfied that they comply with the provisions of the Law, shall submit them temporarily and shall certify that the company is temporarily regis-tered as continuing in the Republic from the date of the registration by issuing a Tem-porary Certificate of Continuation. The date in question must appear on the temporary certificate of continuation.
(i) The Temporary Certificate of Continuation usually is issued by the Registrar within 7-10 working days (depending on Registrar’s workload) from submission of application, PROVIDED that all documents are in order and no additional documents are requested at the discretion of the Registrar.
(ii) If, according to the opinion of the Registrar, the name declared as the name under which the overseas company will continue creates the danger of confusion or it is mis-leading with the name of a registered company or a trade mark, the registrar shall give directions to the overseas company in order to amend its name and shall not temporar-ily register the said company until he is satisfied that the name under which the over-seas company will continue its activities has been amended in such a way that it does not create the danger of confusion or of becoming misleading
2. Within a period of six months from the date of the issuance by the Registrar of the temporary certificate of continuation, the overseas company shall submit evidence to the registrar from the competent authority of the country or jurisdiction of its incorpora-tion, that it has ceased to be a company registered in the country that it was originally incorporated.
3. With the presentation at the Registrar of the evidence that proves that the overseas company is no longer a company registered in the country or jurisdiction that it was originally incorporated and with the delivery at the Registrar of the temporary certificate of continuation, the Registrar shall issue the Certificate of Continuation confirming that the company is registered as continuing in the Republic.
D. EFFECTS OF REGISTRATION
1. From the date of the entry into force of the temporary certificate of continuation that is issued by the registrar pursuant to paragraph 4 above, the company referred to in the temporary certificate of continuation:
(i) shall be considered to be a body corporate incorporated pursuant to the Law and shall be considered as temporarily registered in the Republic for the purposes of the Law,
(ii) shall be subject to all the duties and shall be capable to exercise all the powers of a company which is registered pursuant to the Law;
(iii) the certificate of incorporation, as amended in accordance with paragraph 2 (b) above shall be considered to be the memorandum and, where appropriate, the articles of the company;
(iv) the registration of the overseas company shall be invalid and with no legally binding result, pursuant to the Law, if this is done with the aim:
• to create a new legal entity;
• to cause loss or to affect the continuation of the company as a body corporate;
• to affect the property of the company and the way in which this company will retain all its property, rights, debts and obligations;
• to render ineffective any legal or other proceedings that were commenced or that are about to be commenced against it;
• to acquit or prevent any conviction, decision, opinion, order, debt, or obligation which is pending or which will become pending or any reason that exists against the overseas company and or against any shareholder, director, officer or persons to whom the management or representation of the company has been assigned to.
E. CIRCUMSTANCES WHERE THE APPLICATION SHALL BE REJECTED
An application for the registration of an overseas company as continuing in the Repub-lic shall be rejected in the following circumstances:
1. the dissolution or liquidation of the overseas company has started or the proceed-ings of insolvency or an arrangement or composition or proceedings of execution of court orders or other analogous proceedings have been initiated from or against the overseas company;
2. a liquidator or special administrator of the overseas company or receiver of its prop-erty has been appointed;
3. there is any decision or order with which the creditors’ rights are suspended or lim-ited; or
4. there are proceedings that have commenced against it for the contravention of the laws of the country or the jurisdiction of its incorporation.
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