Redomicilation of a company from the BVI to Cyprus

The redomiciliation refers to the process of relocating a company from one jurisdiction to another while preserving its legal identity, including its name, corporate structure, assets, bank accounts, and more.

Today, it has become increasingly common for companies registered in the British Virgin Islands (BVI) to seek re-registration in a new jurisdiction.

There are several reasons why business owners may choose to move their companies away from the British Virgin Islands:

• The BVI's inclusion in the European Union's "blacklist" has a detrimental impact on conducting business within the country.
• The requirement for a physical presence, known as substance, can be inconvenient in certain cases.
• Difficulties may arise when attempting to open company bank accounts in other countries using BVI as the jurisdiction.
• Currency control measures are in place for payments originating from the BVI.

When selecting a new jurisdiction for the redomiciliation, the primary consideration is whether the process is legally regulated. For instance, as of the time of writing, England and Hong Kong — both regarded as attractive business jurisdictions worldwide — do not provide for the redomiciliation. However, it is permitted in countries such as the United Arab Emirates, Seychelles, Cyprus, Luxembourg, Malta, and many others.

There are other important factors to consider when choosing a jurisdiction:

• Tax regime (taking into account your company's structure and business activities).
• Legislative requirements to the registration process, office leasing regulations, director appointments, company secretary obligations, and other legal aspects.
• The complexity of the redomiciliation process ( transferring your company's registration can vary between countries).

Rest assured, our experts are prepared to assess your unique needs and guide you in selecting the most suitable jurisdiction for your business.

Now, let's delve into the necessary steps to follow if you have decided to register your business in Cyprus.

You may also like: Tax Residency in Cyprus

Why choose Cyprus?

Cyprus continues to be one of the most appealing jurisdictions in the EU, particularly in terms of taxation. With a corporate tax rate of only 12.5% and no dividend tax, Cyprus offers highly favorable tax conditions. Additionally, local companies face minimal barriers when conducting business on the international stage.

It's worth noting that Cypriots have established long-standing collaborations with Eastern European countries, making them well-versed in understanding the requirements and business practices of these regions. Due to these factors, Ukrainian beneficial owners of BVI companies often opt for Cyprus as their new jurisdiction for future operations.

You may also like: Company Registration in the UAE for Ukrainian Entrepreneurs

Steps to redomicile a company to Cyprus

The general process of redomiciling a BVI company to Cyprus involves the following steps:

• Checking the availability of the company name with the Cyprus Registrar to ensure its uniqueness.
• Gathering the necessary documents from the BVI company for the jurisdiction change, including the Certificate of Good Standing, Certificate of Incumbency, Certificate of Incorporation, articles of association, shareholder resolution, and others.
• Preparing a set of documents specific to Cyprus, such as a signed affidavit by the director, a confirmation letter stating no outstanding obligations, articles of association, director and shareholder registers, and others.
• Submitting the document package to the Cyprus Registrar for review and processing.
• Obtaining a Temporary Certificate of Continuation from the Cyprus Registrar.
• Acquiring a Certificate of Discontinuance from the BVI Registry.
• Receiving the final Certificate of Continuation from the Cyprus Registrar.
• Obtaining updated certificates from the Cyprus Registrar, including those regarding the company's registered address, directors, shareholders, and a revised set of articles of association.

On average, the redomiciliation process from BVI to Cyprus takes between 2 to 6 months. 

The exact timeframe depends on various factors such as the company's size, asset holdings, ownership structure, and the efficiency of collaboration with the Cypriot service provider. Notably, we recently completed a redomiciliation within two months for a company with no assets, debts, and with the assistance of a responsive Cyprus service provider.

Certain situations can make it impossible to relocate a BVI company:

• If the company cannot obtain or maintain a "good standing" status.
• If it is currently undergoing liquidation.
• If the company has the right to initiate the enforcement of a court judgment.

Companies in Cyprus are required to undergo annual audits and approve financial statements. This is an important consideration during the redomiciliation process.

If you require assistance in changing the location of your company, we are fully prepared to help you identify the most suitable jurisdiction and provide comprehensive end-to-end redomiciliation services.

The cost of relocation or redomiciling your business here.

Please don't hesitate to contact our specialists for an initial consultation to discuss your specific requirements.