Company Re-Domiciliation

Much in the way that a company can change its registered office/registered agent within the same country, it can also “move” to a new country. Corporate re-domiciliation is the process by which a company moves its ‘domicile’ (place of incorporation) from one country to another by changing the country under whose laws it is registered, whilst maintaining the same legal identity.

Not all countries allow re-domiciliation. Those that do, tend to be “Common Law”exceptions are Austria, Hungary, Latvia, Luxembourg, & Liechtenstein which are civil law but do permit re-domiciliation and conversely UK, Singapore, Hong Kong which are common law but do not generally allow re-domiciliation in or out.

Required to Re-Domicile

To re-domicile, both the existing country, where the company is currently registered and the target country where the company is to be continue must be on both country’s lists of countries where re-domiciliation is possible.

The outgoing country:

  • The outgoing company must be fully up to-date with annual returns
  • There must be no on-going legal process against the outgoing company
  • Documents need to be filed with and obtained from the outgoing registry e.g. resolutions and consent to re-domicile etc.
  • A Certificate of Good Standing and Certificate of Incumbency must be obtained

The incoming country:

A resolution to re-domicile and a Certificate of Good Standing may suffice; Belize and The Seychelles are the least demanding and consequently the cheapest, whereas the BVI is more expensive.

The Re-Domicile process

The application must be submitted to the Registrar of Companies and when the Registrar is satisfied that the requirements for continuation have been complied with, the company will be registered, allocated a company number and issued with a Certificate of Continuation and is conclusive evidence that the company is continued as a Belize/Seychelles company.

Reasons to Re-Domicile

Companies’ may re-domicile for a variety of reasons including:

  • To take advantage of more favourable tax laws
  • To take advantage of less stringent regulatory provisions
  • To align their place of registration with their shareholder base
  • To access specialist capital markets

Continuance of Re-Domiciled Company

When a company re-domiciles the company is only changing corporate countries; a new and separate entity is not created. The company name and the date of incorporation will remain unchanged and the company will be struck-off from the original registered country.

The re-domiciliation of a company does not create a new legal entity. The company continues in existence and its property is unaffected. It also continues to be liable for all of its claims, debts, liabilities and obligations.

Advantages of Re-domiciliation

  • The company continues its legal existence with effect from the original incorporation date
  • Websites can remain “as is” with only minor changes
  • All of the company’s legal contracts remain valid
  • Bank accounts may remain in place, as it is still the same company

Costs of Re-domiciliation

The cost of re-domiciliation services in the incoming country are the same as to incorporate a new company in that country

The cost of compliance in the outgoing country, a notarised resolution and a certificate of good standing.

Our Re-Domicile services

For further details of the company re-domicile process in these countries please visit:

Belize Company Re-Domicile

Seychelles Company Re-Domicile

Countries from which Re-domiciliation is possible.

Bahamas

Anguilla

Antigua and Barbuda

Aruba

Austria

Bermuda

Bahrain

Barbados

Belgium

Belize

Costa Rica

British Virgin Islands

Brunei

Cayman Islands

Cook Islands

Grenada

Cyprus

Dominica

Gibraltar

Israel

Guernsey

Hungary

Ireland

Isle of Man

Liechtenstein

Jersey

Latvia

Malaysia

Liberia

Malta

Luxembourg

Mauritius

Montserrat

Maldives

Panama

Marshall Islands

Portugal

Samoa

Nauru

St Kitts and Nevis

Philippines

St Vincent Grenadines

Switzerland

Seychelles

UAE (Dubai, RAK)

Uruguay

USA (Delaware)

Vanuatu

Turks and Caicos Islands

Countries from which re-domiciliation is not possible.
Hong Kong, United Kingdom and Singapore together with most civil law countries

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