Continuation
The company moves its registered office and governing law to Cyprus and carries on as the same legal person. Same contracts, same assets, same history. Only the register changes.
Find out whether your home country lets the company leave, which route applies, the steps and a realistic timeline, and what to do instead if the door is closed. Twenty-six jurisdictions checked, from the British Virgin Islands to Switzerland.
Inbound continuation has been in Cap. 113 since Law 124(I)/2006. Moves between EU states have run through a separate cross-border conversion procedure since 15 March 2024. The 2026 tax reform changed how a redomiciled company is taxed.
| Rule | Value | Status |
|---|---|---|
| Legal basis for moving in | Companies Law, Cap. 113, sections 354A to 354W, inserted by Law 124(I)/2006. The company continues as the same legal person | In law |
| Home law must allow it | The law of the country of incorporation must permit the company to continue abroad, and its constitution must allow it or be amended first | In law |
| Solvency | A director swears an affidavit that the company is solvent. Practitioners describe a twelve-month look-ahead on solvency | Confirm |
| Not in liquidation | No dissolution, liquidation, receivership or similar proceedings, here or at home. A Cyprus lawyer files the application | In law |
| Shares and name | Bearer shares are not recognised. The name must end in Limited or Ltd and be approved by the Registrar first | In law |
| Documents | Revised memorandum, good standing certificate, solvency affidavit, resolution, proof the home authority was informed. Apostilled, with Greek translations | In law |
| Temporary certificate fee | €120 on form ME1, plus €100 for the accelerated procedure and €160 where a translation file is lodged | In law |
| Effect of the temporary certificate | From its date the company is treated as incorporated in Cyprus, provisionally registered, with all powers and obligations of a Cyprus company | In law |
| Deadline for the permanent certificate | Six months from the temporary certificate to file proof of deregistration abroad, extendable by three months for reasonable cause | In law |
| Permanent certificate fee | €20 on form ME4, plus €20 for the accelerated procedure | In law |
| Typical timeline | Two to six months end to end. Temporary certificate about four to eight weeks after filing. No official processing time is published | Confirm |
| EU cross-border conversion | Law 26(I)/2024, in force 15 March 2024, transposing Directive 2019/2121. Court-issued pre-conversion certificate, creditors have three months to apply to court | In law |
| EU companies and the old route | Commentators say continuation now serves non-EU moves and conversion serves intra-EU moves. Whether the Registrar still accepts EU companies by continuation is unconfirmed | Confirm |
| Tax residence after the move | From 1 January 2026 a company incorporated in Cyprus, including one that moved its registered office here, is resident unless a tax treaty says otherwise | In law |
| Tax value of assets on arrival | Fair value when a company becomes Cyprus resident. The 2026 reform extended this from EU arrivals to arrivals from outside the EU | Confirm |
| Leaving Cyprus | Special resolution, notice in two daily newspapers filed within 14 days, three-month creditor window, tax clearance. Exit tax at 15% on unrealised gains, with five-year deferral within the EU | Confirm |
Pick the country where the company is registered today. The result reads like an atlas index entry: route, conditions, steps, documents and an honest estimate of time. Where the move is not possible it shows the alternatives.
Assumptions. Statuses come from the gazetteer below, where each is marked verified or Confirm. Continuation estimates use two to four weeks to prepare documents, one to two more for apostille and Greek translation, four to six weeks for the temporary certificate, the home registry's typical time to strike the company off, and one to three weeks for the permanent certificate. EU conversion estimates use four to six weeks for draft terms and reports, the three-month creditor window, three to six weeks for the pre-conversion certificate and two to four weeks for registration in Cyprus. Registrar fees are €120 and €20 before acceleration. Regulated companies need consent from the Cyprus authority before the temporary certificate is issued, which can add months and is not included. Professional fees are not included.
| Jurisdiction | Position | Status | Basis and notes | Check |
|---|---|---|---|---|
| British Virgin Islands | 18.4207° N · 64.6400° W | Allows | BVI Business Companies Act 2004, section 184. Directors' resolution, continuation out on filing with the BVI registry. | Verified |
| Seychelles | 4.6191° S · 55.4513° E | Allows | International Business Companies Act 2016 provides for continuation out. Certificate of discontinuance from the Registrar. | Confirm |
| Cayman Islands | 19.2869° N · 81.3674° W | Allows | Companies Act, Part XII, transfer by way of continuation for exempted companies. Ordinary resident companies should check first. | Verified |
| Marshall Islands | 7.0897° N · 171.3803° E | Allows | Business Corporations Act permits a corporation to transfer its domicile abroad. Common for shipping holding companies. | Confirm |
| Belize | 17.5046° N · 88.1962° W | Allows | Belize Companies Act 2022, which replaced the IBC regime, provides for continuation out. Check the company migrated to the new register. | Confirm |
| Bahamas | 25.0480° N · 77.3554° W | Allows | International Business Companies Act 2000 allows continuation out of an IBC. Ordinary Bahamas companies differ. | Confirm |
| Bermuda | 32.2949° N · 64.7820° W | Allows | Companies Act 1981 provides for discontinuance to another jurisdiction, with Minister's consent and creditor notice. | Verified |
| Mauritius | 20.1609° S · 57.5012° E | Allows | Companies Act 2001 allows removal from the register on transfer abroad. Financial Services Commission consent for licensed companies. | Confirm |
| Jersey | 49.1868° N · 2.1066° W | Allows | Companies (Jersey) Law 1991, Part 18C. Authorisation from the Financial Services Commission, 21-day creditor objection window after notice. | Verified |
| Guernsey | 49.4542° N · 2.5361° W | Allows | Companies (Guernsey) Law 2008 calls the process migration. Registrar consent, notice to creditors and members. | Verified |
| Isle of Man | 54.1500° N · 4.4800° W | Allows | Companies Act 2006, section 167, form IM29. 75% member resolution, notice in two Manx newspapers at least 21 days before applying. | Verified |
| Gibraltar | 36.1408° N · 5.3536° W | Allows | Companies (Re-domiciliation) Regulations 1996. Registrar consent, gazette notice at least 30 days before the certificate. Outside the EU since 2020. | Verified |
| Malta | 35.8989° N · 14.5146° E | EU route | EU cross-border conversion. Malta's Continuation of Companies Regulations, S.L. 386.05, also allow moves to approved EU, EEA and OECD states. | Confirm |
| Luxembourg | 49.6116° N · 6.1319° E | EU route | EU cross-border conversion under the transposed Directive. Luxembourg also has a long practice of seat transfers by notarial deed. | Confirm |
| Netherlands | 52.3676° N · 4.9041° E | EU route | EU cross-border conversion under the Dutch Civil Code as amended for the Directive. Notarial deed and court certificate. | Confirm |
| Ireland | 53.3498° N · 6.2603° W | EU route | S.I. No. 233 of 2023 on cross-border conversions within the EEA. Outside that, Irish law has no continuation out. | Verified |
| Germany | 52.5200° N · 13.4050° E | EU route | Conversion Act as amended in 2023 for the Directive. Restrictive outside the EU. Watch German exit tax on hidden reserves. | Confirm |
| Greece | 37.9838° N · 23.7275° E | EU route | Law 5055/2023 transposed the Directive, provisions now consolidated in Law 5162/2024 on business transformations. | Verified |
| United Kingdom | 51.5072° N · 0.1276° W | Not allowed | No redomiciliation regime. The March 2026 consultation proposes moves into the UK only. Outward moves are deliberately excluded. | Verified |
| Delaware, United States | 39.7391° N · 75.5398° W | Allows | General Corporation Law sections 266 and 390 allow conversion or transfer to a foreign jurisdiction. Sources differ on Cyprus practice, so confirm the route. | Confirm |
| Abu Dhabi Global Market | 24.5000° N · 54.3800° E | Allows | ADGM Companies Regulations 2020 provide for continuation in both directions. Regulator consent for licensed firms. | Verified |
| Dubai International Financial Centre | 25.2116° N · 55.2796° E | Allows | DIFC Companies Law 2018, Part 13, transfer of incorporation. No-objection letter, solvency declaration, Dubai Financial Services Authority clearance if regulated. | Verified |
| Israel | 32.0853° N · 34.7818° E | Unclear | No general continuation-out provision found. Past moves used a court-approved arrangement under sections 350 and 351 of the Companies Law. | Confirm |
| Switzerland | 46.9480° N · 7.4474° E | Allows | Private International Law Act, article 163. Creditor call in the Official Gazette and an audit expert's report before deletion. | Verified |
| Hong Kong | 22.3193° N · 114.1694° E | Not allowed | The regime in force since 23 May 2025 admits companies into Hong Kong only. Hong Kong companies cannot redomicile out. | Verified |
| Singapore | 1.3521° N · 103.8198° E | Not allowed | Companies Act 1967, Part XA, covers transfers into Singapore only. Outward redomiciliation is not provided for. | Verified |
Redomiciliation has its own vocabulary, and the words matter. Read these first, then the three longer notes on route, tax and keeping the business running.
The company moves its registered office and governing law to Cyprus and carries on as the same legal person. Same contracts, same assets, same history. Only the register changes.
Issued by the Registrar after the ME1 filing. From that date the company is provisionally a Cyprus company, with Cyprus law, a Cyprus registration number and Cyprus obligations.
Issued once the company proves it has left the home register, on form ME4. The proof is due within six months of the temporary certificate, or nine with an extension.
The EU procedure for moving a company between member states. A court in the departure state certifies the move, creditors and employees get statutory protection, and the destination registers it.
A director swears that the company can pay its debts and that nothing known will change that. An insolvent company cannot use either route. A false statement exposes the director personally.
Many home countries tax unrealised gains when a company or its assets leave. EU states must under the Anti-Tax Avoidance Directive. Offshore centres with no corporate tax usually charge nothing.
From 2026 a company that moved its registered office to Cyprus is Cyprus resident by incorporation, unless a treaty gives residence elsewhere. Board meetings in Cyprus still matter for treaties.
The home registry strikes the company off because it has continued elsewhere, not because it was wound up. Never deregister before the Cyprus temporary certificate is in hand.
There are three ways to end up with a Cyprus company that runs your business. Which one you can use is decided first by your home country, and only then by preference.
Continuation under Cap. 113 for companies from places such as the BVI, Jersey or the DIFC.
Cross-border conversion for companies from other EU states, under Law 26(I)/2024 and the home state's equivalent.
A new Cyprus company buys the business or the assets, or a new Cyprus holding company acquires the shares. The old company stays behind or is closed.
Continuation is usually the lightest procedure: Registrar filings, apostilled documents and two certificates. Conversion is heavier, with draft terms, reports to members and employees, an expert report in many cases and a court certificate, but it gives legal certainty in both states. A new company is always available, including from the UK, Hong Kong and Singapore, but it breaks the chain of contracts, licences and trading history.
The move itself does not trigger Cyprus tax. The questions are what your home country charges as the company leaves, and what tax value Cyprus gives the assets when they arrive.
On the way out, EU states apply an exit tax on the difference between market value and tax value of assets that leave their tax net. Germany, the Netherlands and Malta all do. Payment can usually be spread over five years within the EU. Offshore centres without corporate tax charge nothing.
On the way in, Cyprus now takes the assets at fair value, whether the company comes from an EU state or from outside it. Gains built up before the move should not be taxed again here.
That step-up matters most for trading assets, property and intellectual property. Gains on shares and securities are generally exempt in Cyprus anyway. Get a dated valuation at the temporary certificate date and keep it with the tax file. From then on the company pays 15% corporation tax on worldwide profits.
Because a continued company is the same legal person, nothing has to be assigned or novated by law. In practice each counterparty needs to be told, and some will want paperwork.
One moves by continuation, one by EU conversion, and one cannot move at all. Figures are illustrative.
Listed shares and two private stakes, bought for €12m. The BVI allows continuation out under section 184. The company files ME1 through a Limassol lawyer with apostilled documents and Greek translations, and receives its temporary certificate seven weeks later.
The BVI strikes it off three weeks after that. The permanent certificate follows within a month. Cyprus takes the portfolio at its €20m value on arrival, and gains on the shares are exempt here in any case.
Malta and Cyprus are both EU states, so the company uses cross-border conversion. Directors prepare draft terms and reports to members and staff, disclose them, and the general meeting approves a month later. Creditors have three months to object. The Maltese authority then issues the pre-conversion certificate.
Malta charges exit tax on €900,000 of unrealised gains in its brand and equipment, payable over five years. Cyprus takes those assets at the same value.
UK law has no route out, and the 2026 proposals only cover moves into the UK. The owners form a new Cyprus company. They either transfer the business to it at market value, which is a disposal for UK tax, or swap their UK shares for shares in a Cyprus holding company so the UK Ltd becomes a subsidiary.
Either way the UK Ltd remains a UK tax resident while it exists.
Set a start date and the route. The planner dates every milestone, flags the six-month deadline, and lists the documents to collect. Print it for the board pack.
Assumptions. Continuation: three weeks to prepare documents and obtain name approval, two more if documents need apostille and translation, five weeks from ME1 filing to the temporary certificate, deregistration abroad after the number of weeks you enter, one week to file ME4 and two weeks to the permanent certificate. The deadline is six months from the temporary certificate, or nine with an extension for reasonable cause. EU conversion: five weeks for draft terms and reports, plus two for apostille and translation, a general meeting at least one month after disclosure, a three-month creditor window from disclosure, four weeks for the pre-conversion certificate and three weeks to register in Cyprus, with deregistration abroad two weeks later. Tax registration three weeks after the company becomes Cyprus resident. Each bank takes six weeks, staggered by a week. Processing times are not published and are to be confirmed.
Redomiciling keeps everything attached to the company. A new company is simpler to set up but everything has to be moved across. This tool weighs the two for your facts.
Typical market ranges, not an Aqualis quote. Overwrite them with quotes you hold.
Assumptions. The score weighs contracts up to 25 points (full at 20 or more), licences up to 20 (full at five), bank accounts up to 10 (full at five), built-in gains up to 20 (full at €1,000,000), trading history 15 and tax losses up to 10 (full at €500,000). 60 or more favours redomiciling, under 40 favours a new company. A new company buys the assets at market value, so the home country taxes the built-in gain at the rate you enter. If you tick the exit tax box, the same tax is added to the redomicile route. Tax losses are not costed: they stay behind with a new company, and whether Cyprus recognises losses brought in by continuation is to be confirmed. The tool assumes your home country allows the move. Check that first with Tool 1. Cost defaults are typical market ranges, not an Aqualis quote.
For continuation from outside the EU. The order matters: the company must never be off both registers at once.
Confirm the home law allows the move, approve the Cyprus name, redraft the constitution for Cap. 113 and collect apostilled documents with Greek translations.
Good standing certificate, solvency affidavit, resolutions, proof the home authority was informed.A Cyprus lawyer files form ME1 with the Registrar, with a €120 fee. Regulated companies attach consent from the Cyprus authority.
The company becomes a Cyprus company, provisionally, on the date of the certificate.Send the temporary certificate to the home registry, which strikes the company off as continued abroad and issues a certificate of discontinuance.
Ask for the three-month extension early if the home registry is slow.File form ME4 with the proof of deregistration for €20 and receive the permanent certificate. Register with the Tax Department and re-paper bank accounts.
Keep a dated valuation of the assets at the temporary certificate date.Fourteen questions in plain terms. Each one carries the review date in this page's structured data.
Ask one we missed →Yes, if the law of the country where it is registered lets it leave. The company continues as the same legal person under Cyprus law, keeping its contracts, assets and history. It must be solvent and not in liquidation. From another EU state the move is a cross-border conversion instead.
Most offshore centres, including the BVI, Cayman, Seychelles, Marshall Islands, Bermuda and Belize, the Crown dependencies, Gibraltar, Switzerland, ADGM and the DIFC. EU companies use cross-border conversion. The UK, Hong Kong and Singapore do not allow companies to leave. The gazetteer on this page lists 26 jurisdictions.
No. UK company law has no route out, and the government's 2026 proposals only cover companies moving into the UK. The alternatives are a new Cyprus company that takes over the business, or a share exchange into a Cyprus holding company. Each has UK tax consequences that need advice.
Usually two to six months by continuation. Preparing apostilled documents takes three to five weeks, the temporary certificate four to eight weeks after filing, and the rest depends on how fast the home registry strikes the company off. EU conversions take longer, about six to eight months, because of the three-month creditor window.
The Registrar charges €120 for the temporary certificate and €20 for the permanent one, with optional acceleration fees and €160 for a translation file. Home registry fees, apostilles, translations and legal fees come on top. One Cyprus firm quotes €10,500 to €19,000 all in for an offshore company. That is a market range, not an Aqualis quote.
It is the Registrar's confirmation that the company is provisionally registered as continuing in Cyprus. From its date the company is treated as a Cyprus company with all the powers and obligations that brings. It becomes permanent once the company proves it has left the home register.
The Registrar can extend the period by three months where there is reasonable cause, so ask before the six months run out. We have not found official guidance on what happens after nine months, so treat the deadline as firm. A company that is on neither register, or on both for too long, is in a position nobody wants to defend.
Contracts and bank accounts stay with the company because it is the same legal person, though counterparties and banks need notice and updated documents. Licences are different. A home licence does not cover Cyprus, and a regulated company needs consent from the Cyprus authority before the move and a Cyprus authorisation before trading.
From 1 January 2026, yes. A company that transferred its registered office to Cyprus is treated as incorporated here and is resident by incorporation, unless a tax treaty gives residence to another country. If the board still meets abroad, the treaty tie-breaker may decide otherwise.
It should not. Cyprus takes the assets of a company that becomes resident at fair value, and the 2026 reform extended that rule to companies arriving from outside the EU. Gains on shares are generally exempt in Cyprus in any case. Keep a valuation at the date of the move.
Since 15 March 2024 moves between EU states follow the cross-border conversion rules in Law 26(I)/2024. Commentators describe the older continuation route as serving non-EU moves. Whether the Registrar would still accept an EU company by continuation is not settled, so plan on conversion.
Yes. Sections 354J onwards allow it if the destination accepts it. The company passes a special resolution, publishes notice in two Cyprus daily newspapers, waits three months for creditor objections and obtains tax clearance. Cyprus exit tax at 15% can apply to unrealised gains on assets that leave the tax net.
Usually not. The application is filed by a Cyprus lawyer. Directors sign resolutions and the solvency affidavit where they are, with an apostille. Opening or updating bank relationships may need a video call or a visit, depending on the bank.
Not as it stands. Cyprus does not recognise bearer shares, so they must be converted into registered shares under the home law first, and the share register updated, before the Cyprus application is filed.
Aqualis sets up Cyprus companies and handles redomiciliation and business relocation for existing companies, working with Cyprus lawyers on the Registrar filings and with you on tax registration, accounts and bank updates. The adviser named here signs off every figure on this page.
Tell the adviser where the company is registered and what the checker showed. One person replies within one working day.
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