In accordance to the provisions of the Companies Law, an overseas company, that has been
incorporated in an approved country or jurisdiction, can be registered as continuing in the
Republic of Cyprus and transfer its registered office to the Republic. Namely, an overseas
company can transfer its business to the Republic of Cyprus without being dissolved.
However, in order to do so, it is a necessary precondition that the legislation of the overseas
company’s country of origin allows for such a transfer and that the company’s memorandum
of incorporation permits the possibility of its continuation under the legal system of another
approved country or jurisdiction.
In order to proceed with the redomiciliation of registered office to the Republic, you must first
decide upon the company’s:
• name;
• directors and secretary;
• address of its registered office;
• members and share capital;
• objects of the company;
• Memorandum and Articles of Association.
Once you have secured the name approval and, provided that you have made all the
relevant decisions regarding the redomiciliation of registered office of the overseas company,
you can proceed to submit an application for its continuation in the Republic.
The aforementioned application (form ME1) is submitted, by hand/post, to the Registrar of
Companies by the lawyer or law firm entrusted with the representation of the company in the
Republic of Cyprus, accompanied by the following documents:
• copy of the revised memorandum of the overseas company;
• certificate of good standing or an equivalent document issued by the competent
authority of the country or jurisdiction in which the overseas company was
incorporated;
• affidavit by a director of the overseas company confirming the solvency of the overseas
company- it is important that updated audited accounts will be prepared;
• resolution or the equivalent document of the overseas company authorising it to register
as continuing in the Republic;
• official document evidencing that the competent authority of the country of
incorporation is informed of the redomiciliation;
• permission, consent or pre-approval by the appropriate governmental authority or
appropriate body in case it is necessary for the use of words or phrases and/or due to
the nature of business respectively, in case it has not been submitted already with the
application for name approval; and
Αs from February 12th, 2021, the new consolidated form ME1 has been implemented;
replacing the current ME1 and MEA. The affidavit by the authorised representative of the
overseas company (form MEA) has been replaced by the lawyer’s declaration within the new
form ME1.
It is noted that in the case where the overseas company is a public company or a company
carrying on a regulated activity for which a licence is required, the following additional
documents must also be submitted:
• the most recent public offer for subscription or equivalent documents if the overseas
company has offered its shares or its debentures to the public;
• the consent of the competent authorities of the stock exchange where the company has
listed its shares.
In the case of a company carrying on an activity which requires a license both from the
competent authority in the Republic as well as from the jurisdiction of its incorporation, an
official consent of the competent authority for the registration of the company as continuing in
the Republic is submitted. It is noted that, before commencing its business, the company must
secure an authorization from the relevant authority in the Cyprus Republic.
It is also noted that, all documents attached to the application must be true authentic copies
from the country of incorporation, with an apostille certification under the Hague Convention
from the competent overseas authority affixed on the original foreign language document. In
the case where, the country of incorporation does not participate in the Hague Convention, the
certification must be made by the respective competent authority.
Provided that the Registrar is satisfied that the application and the documents submitted with
it are in accordance with the Companies Law, he files them and certifies that the company is
provisionally registered as continuing in the Republic from the date of registration and, issues
a temporary certificate of continuation and publicshes its redomiciliation to the Official
Gazette of the Republic of Cyprus.
From the date the temporary certificate of continuation is issued by the Registrar, the
company is considered to be a legal person incorporated pursuant to the Companies Law,
provisionally registered in the Republic, subject to all statutory obligations and, able to
exercise all powers of a company incorporated in Cyprus.
In the event that the company requires proof of the change made in the companies register, it
may request to obtain certified copies.
Submission of application for the issue of a certificate of continuation
The overseas company has a timeline of up to six (6) months (with the right to extend it by
three (3) more months in case of reasonable cause), from the date of issue of the certificate of
temporary registration, to submit to the Registrar of Companies, by hand / post, the form for
the submission of additional data of a foreign company continuing to the Republic (form ME4).
Form ME4 must be accompanied by the following:
• the certificate or other document from the competent authority of the country or
jurisdiction of the company’s original incorporation, that the company has ceased
being registered in the said country or jurisdiction;
• any other document evidencing that the said company has ceased being registered in
the country or jurisdiction of its incorporation;
• the temporary certificate of continuation in the Republic of Cyprus;
Provided that the Registrar is satisfied that the application and the documents submitted with
it are in accordance with the Companies Law, he issues the certificate of continuation
confirming that the company has been registered as continuing in the Republic.
With the issuance of the certificate of continuation, it is certified that the company has been
registered as continuing in the Republic and, any previously issued certificates cease to have
any legal effect. The registration number is set out on the certificate of continuation
