Re-domiciliation of a Gibraltar company to the Seychelles.
Re-domiciling a company from Gibraltar to the Seychelles is the process of changing its country of incorporation. The company retains its original legal identity and continues to exist and carry on its business activities in the jurisdiction to which it is re-domiciled.
For a company to continue in another jurisdiction, re-domiciliation must be permitted by the national legislation of the country in which the company is incorporated, as well as by its Memorandum and Articles of Association.
To re-domicile to the Seychelles, the company must be in Good Standing.
The re-domiciliation process
Checking the Company Name:
The chosen company name is checked with with the Seychelles Registrar of Companies for availability. The name cannot coincide with the name of any existing company in the Seychelles.
Prepare in the Gibraltar a set of company documents required for the change of jurisdiction:
- Shareholders Resolution to redomicile the company
- Letter of instruction from the ultimate beneficial owner (UBO)
- Letters of notification to the creditors and members of the intention to redomicile the company
- Publication in the Gibraltar Gazette of notice of intent to redomicile the company
- Filing of a notice with the Gibraltar Registrar that the publication has been made and all necessary notifications have been sent out
- Certificate of Incorporation issued in the Gibraltar
- Memorandum and Articles of Association (M&AA) filed with the Gibraltar Registrar
- Certificate of Good Standing issued in the Gibraltar
- Certificate of Incumbency issued in the Gibraltar
- Special Certificate to notify the Gibraltar Registrar
Prepare a set of documents in the Seychelles and file with the Seychelles Registrar:
- Directors’ Certificate in accordance with sec. 212(2)(b) of the Companies Act
- Articles of Continuation that include amendments to the Articles of Association of the company
- New Memorandum and Articles of Association prepared in accordance with Seychelles laws
- File the set of documents with the Seychelles Registrar of Companies
Obtain a new registration number and a Certificate of Continuation which confirm that the company has been registered in the Seychelles:
- From that time the company continues as a body corporate under the laws of Seychelles.
- In order to complete the re-domiciliation (“discontinuation”), submit to the Gibraltar Registrar of Corporate Affairs copies of documents certified by the Seychelles registered agent.
Obtain from the Gibraltar Registrar of Corporate Affairs a Certificate of Discontinuance:
This confirms the striking off of the company from the Gibraltar Register.
The Registrar publishes the striking off of the company in the Gibraltar Gazette to notify third parties that the company has ceased to exist in Gibraltar.
| Service | Fees |
|---|---|
| Re-domiciliation service from Gibraltar, including preparation of a set of documents to change the jurisdiction to the Seychelles (outgoing) | £4,180 |
| Gibraltar government fees for re-domiciliation (including the obtaining of a Certificate of Discontinuance in the Gibraltar) | £3,025 |
| Apostille of a Certificate of Discontinuance in the Gibraltar (if required) | £650 |
| Filing the change of the company’s status with Gibraltar BOSS System | £650 |
| Publication in the Gibraltar Gazette | £650 |
| Re-domiciliation service to the Seychelles (incoming), not including Registered Office | £650 |
| Registered office in the Seychelles for the first year (payable annually) | £650 |
Compliance fee Payable in the cases of:
| £275 (standard rate, includes the check of 1 individual) + £165 for each additional individual (director, shareholder, or beneficial owner) or legal entity (director or shareholder) + £220 for each additional legal entity (director or shareholder) (rate for high-risk companies, includes the check of 1 individual) +£110 (signing of documents) |
The fee is indicative. The final cost of company re-domiciliation to the Seychelles and preparation of the necessary set of documents will depend on the policies and requirements of the Registered Agent that administers the company in the country of incorporation.
