Cyprus Cross border Mergers Process
In short, the Cyprus Cross Border Merger and Cyprus transfer in process (Transfer of Company’s Seat) is as follows:
Cyprus Cross Border Merger
- Directors must prepare and approve the proposed terms of the merger, be filed with the Cyprus Registrar of Companies and published one month before a general meeting is called.
- A general meeting will be called where members of the Company is required to approve the merger plan.
- Once approved, the company must obtain a Certificate (First Court Order) through an application to the court stating that the pre-merger acts and formalities have taken place and are satisfied
- A similar pre-merger certificate must be obtained from each merging non-Cypriot company in its own jurisdiction;
- Within six months from the decision of the First Court Order, Court certificate (Second Court Order) must be obtained in which the Court will approve the legality of the completion of the merger, i.e. ensuring that:
- the merging companies have approved the joint cross-border merger plan under the same conditions, and if the methods of employee participation have been followed according to the Cyprus law and in accordance with national legislation for each merging non-Cypriot company, and
- set a date by which the Cross-Border Merger is in effect
The Company must keep at its registered office the following documents and have them available for inspection by the shareholders (who may obtain copies thereof free of charge) at least 30 days before the GM:
- the merger plan;
- annual accounts and management reports for the last three financial years of the merging companies;
- interim accounts are drawn up as at a date not earlier than the first day of the third month preceding the date of the merger plan (if the last annual accounts relate to a financial year that ended more than six months before that date);
- directors reports for each merging company;
- expert report for each merging company (if considered to be necessary);
Cyprus Transfer-in process (Transfer of Company’s Seat)
The only governing body responsible for the implementation of the transfer-in process is the Cyprus Registrar of Companies through a straight forward procedure accompanied by various documents from the foreign company, such as corporate documents, various resolutions, and certificates, etc. Also, if the company is carrying out a licensed activity it will need to satisfy local licensing criteria for the relevant activity.
Important time-frames to consider are the following:
- When all the relevant documents are submitted to the Cyprus Registrar of Companies, a certificate of temporary continuation will be issued and the company will be considered as a legal person for the purposes of Cyprus law. Within six months from that date, the company must submit to the Cyprus Registrar of Companies proof that it has been ‘deregistered’ from its transfer-out jurisdiction.
- The company (now a Cyprus Company) is then issued with its permanent certificate of continuation. If the company does not procure such proof of deregistration within six months, then the Cyprus Registrar of Companies may:
- Delete the name of the company from the Cyprus register and inform the jurisdiction of incorporation that the company has not been registered in Cyprus; or,
- If there is a reasonable cause for the delay, extend the period for submission of proof of deregistration by a final three month period, after which no further extensions are granted and deletion and notification ensue.
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