Company Redomicile

Company 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.

Redomicile to the Seychelles

• Closing Agent fee
• Certificate of Good Standing
• Certificate of Incumbency
• Continuation into Seychelles
• Government fees
• Due Diligence – per Director & Shareholder
• Registered Office and Resident Agent
• Shareholder & Directors Register Maintenance
• Company Secretary
• Keeping Accounting Records
• Filing Register of Directors
• Filing Register Beneficial Owner
• Courier dispatch of originals (Cert. Continuation + Mem & Arts)
• Legal opinion for continuation
• Apostille
• Notarial attestation

Once the foreign company is redomiciled it has the benefit from the same tax treatment as a Seychelles company.

Benefits of Redomiciling to the Seychelles

A redomiciled Seychelles company will have the same benefits as an IBC company incorporated in the Seychelles. Some of these benefits are:

• Non-Resident companies are exempt from all taxes on income generated abroad
• The Seychelles IBC is 100% tax-exempt in the Seychelles, making it the ideal company for trading or for a holding company
• The names of the Directors and Shareholders do not appear on public record
• Bank Accounts may remain in place, as it is still the same company

The advantage of such continuation is that there is no need to close the existing bank account of your offshore company.

The easiest way for the offshore company to redomicile to Seychelles is to adopt a standard Memorandum and Articles of Association of a Seychelles international business company (IBC) and, in general, provide the Registrar of International Business Companies in Seychelles with the Certificate of Good Standing issued in the current jurisdiction of incorporation, minutes of the general meeting where it was decided to redomicile the company to Seychelles, and other documents.

After re-domiciliation, property of any kind remains in the hands of the Seychelles offshore company, which continues to be responsible for all its debts and obligations. All shares of the Seychelles offshore company that are not paid at the time of issue will be considered by the Registrar of International Business Companies in Seychelles as issued and paid.

A relocated (redomiciled) Seychelles international business company (IBC) maintains its full legal status in the Seychelles, regardless of any provisions of laws of the jurisdiction of its former registration, even if they do not provide a legal possibility for re-domiciliation. It is recommended to legally discontinue (after the Certificate of Continuation in Seychelles is issued) the company from the Register of Companies operating in the jurisdiction of its former registration.

Requirements to Redomicile

To re-domicile to the Seychelles an application has to be made to the Seychelles Finacial Authority, accompanied by:

• The outgoing company must be fully up to date with its Annual Filings
• A Certificate of Good Standing

The Seychelles Finacial Authority will require:

• A resolution to redomicile together with
• Certificate of Good Standing
• Memorandum & Articles
• Certificate of Incorporation
• Directors Register
• Shareholders Register

Once 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 Seychelles company.

Migration

The following documents will be required.

• Articles of Continuation
• Certificate of Director
• Resolution for re-domiciliation
• Duly completed and signed migration form

The following will also be required:

• Certified copy of the company’s Certificate of Incorporation issued by the registrar of companies in its existing place of incorporation (with certified translation if the document is not in English or French)
• Certified copy of the company’s Memorandum and Articles (with certified translation if the document is not in English or French)
• Certificate of Good Standing – the date of the Certificate should not be more than three months before the filing in Seychelles
• The company’s proposed Seychelles-compliant Memorandum and Articles under the Act;

Upon receipt of the documents referred above, the Registrar will register the company’s Articles of Continuation and new Seychelles compliant Memorandum and Articles and issue a Certificate of Continuation to the company.

Continuance of Redomiciled Company

• When a company redomiciles the company is only changing countries
• A new and separate entity is not created
• The company name and the date of incorporation will remain unchanged
• The company will be struck off in the original registered country
• The company continues in existence, and its property is unaffected

Deregistration of company in its original jurisdiction

After the company has been redomiciled to Seychelles, the deregistration procedure must be initiated in the original jurisdiction. The previous Registered Agent of the company must submit documents that prove the re-domiciliation of company to Seychelles. Such documents are to be submitted to the Registrar of Companies of the original jurisdiction so that it can strike the company off the Register.

We shall require

1. Certified true copy of Certificate of Good Standing (not older than 3 months) with certified translation if not in English
2. Certified true copy of Certificate of Incorporation with certified translation if not in English
3. Certified true copy of foreign M&AA or equivalent constitutional documents with certified translation if not in English
4. Register of Directors
5. Register of Shareholders
6. Register of Beneficial owners
7. Customer Business Profile
8. *Articles of Continuation
9. *Director`s Certificate
10. *Resolution authorising continuation
11. *M&AA compliant with IBC Act, 2016
12. KYC for all directors/shareholders/beneficiaries:
1. Recent proof of address (not older than 3 months), certified as a true copy
2. Valid ID/Passport, certified with true likeness

For documents 1 through 3 , there are several approaches with regards to how these documents can be certified as they will need to be submitted to the Seychelles FSA:

• The originals are couriered to one of our offices, we produce certified true copies and send the originals back to you if required.
• Notarized certified true copies of the documents are couriered to our office and non-certified scans are sent to us via email.
• Non-certified scans of the documents are sent to us via email; our Compliance Department schedules a skype/zoom meeting to conduct video verification whereby the originals of the documents are presented by video call so that we can certify the scans as true copies.

Gibraltar Timeframes

To redomicile out of Gibraltar, we lodge an application with the Gibraltar Companies Registrar which is published in the Official Gazette. 30 days after the publication the Registrar issues a Certificate stating that the company is permitted to establish domicile in Seychelles.

Once we have received all the above documents, we will lodge the Continuation Application in the Seychelles, around 5 days later we will receive the Certificate of Continuation from the Seychelles Registrar. This must be lodged with the Gibraltar Registrar within 3 months from the date of the initial certificate issued by the to permit the redomicile. Once the Gibraltar Registrar is satisfied, they will issue a Certificate of Cessation, and the process will be complete.