Company Redomicile

Company redomiciliation often called continuation or corporate migration 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.

The company keeps its original legal identity continuing to exist and carry on business activities in the redomiciliation country.

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

Benefits of Redomiciling to the Seychelles

A redomiciled Seychelles company has the same benefits as an international business company (IBC) company incorporated in the Seychelles these benefits include:

• 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 after the enity is redomiciled, there is no need to close the existing bank account
• A 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.

Requirements to Redomicile

The easiest way for an offshore company to redomicile to the Seychelles is to adopt a standard Memorandum and Articles of Association of a Seychelles international business company (IBC) and 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 will also be required.

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 Financial 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 are required:

• Articles of Continuation
• Certificate of Director
• Resolution for re-domiciliation
• Duly completed and signed migration form
• 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)
• Certified copy of the company’s Memorandum and Articles (with certified translation if the document is not in English)
• 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

Upon receipt of the documents 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

After redomiciliation, 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.

Deregistration of the company in its original jurisdiction

After the company has been redomiciled to the Seychelles, the deregistration procedure must be initiated in the original jurisdiction. The previous Registered Agent of the company must submit documents that prove the redomiciliation of the company to the 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.

To Proceed with your redomiciling your company

We require the following documents to start your company redomicile process:

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.
• Notarised 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 can be sent 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.