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REDOMICILE (RELOCATION) OF A COMPANY TO ANOTHER JURISDICTION.

The question of the redomicile of a company registered in one country to another jurisdiction becomes relevant if the current country of registration changes either the conditions under which companies operate, or introduces changes to current tax rates, etc.

For example, quite a number of companies have been redomiciled lately from the Isle of Man. Amendments to local legislation and a drastic increase in bureaucratic procedures have made this jurisdiction less attractive, and many companies registered there have chosen to relocate their business to more acceptable jurisdictions.

Given that the world of non-resident companies will probably undergo more than one change in the next few decades, it is predictable that there will be an increase in demand for the procedures of redomicile.

In situations similar to those described above, the simplest option is to register a new company in another country and ignore the "old" company. However, this is not always possible - indeed, in many cases the "old" company has certain connections, contracts have been signed, it has a well-known name, which has to be retained. It is then that the issue of redomicile to another jurisdiction is raised, thereby making it possible to retain the business history of the company.

It should be noted that it is a relatively complicated procedure to carry out the full redomicile of a company in accordance with international standards. By way of example, let us consider the procedure of redomicile of a company from Isle of Man to the British Virgin Islands (BVI). In this case, the following procedures are carried out:

  1. The Isle of Man company submits all the required accounts, dues, etc., that are current at the time of redomicile.
  2. The Isle of Man company compiles and signs the Articles of Continuation. This is a specific document confirming the company's decision to redomicile to the BVI.
  3. The above-mentioned Articles of Continuation, as well as the Certificate of Goodstanding provided by Register of Enterprises of Isle of Man, is confirmed by an apostille and is sent to the BVI with the initial charter and the Articles of Association of the Isle of Man company.
  4. Once the charter and the Articles of Continuation have been recorded in the database of the BVI Register of Enterprises, a corresponding Certificate of Continuation is obtained there, confirming that from the day on which the Certificate has been obtained, the company is registered on the BVI, and that it complies with their legislation. Accordingly, once the Certificate has been obtained, all the procedures required in order to delete the company from Register of Enterprises of Isle of Man can be carried out.
  5. After having been deleted from Register of Enterprises of Isle of Man, the company complies only with the BVI legislation and, therefore, has the right to reduce the number of its directors to one, as well as to undertake other necessary changes. Corresponding minutes to the effect should be signed by both the former and current directors.

Consequently, the procedure of redomicile of a company from Isle of Man to the BVI, involves both setting up a company on the BVI and the completion of all formalities in the Isle of Man, as well as the implementation of corresponding changes to the company's structure according to the owner's individual requirements.

It should also be taken into account that the legislation of certain jurisdictions does not allow for companies already registered in said jurisdictions to be relocated to other jurisdictions.

For this reason a simplified procedure of redomicile is often practised, whereby a new company is registered under the same name in another country, whilst the transfer of the old business history to the new company is ensured by compiling corresponding agreements and supplementary documents.

Depending on the business situation of any given client, the specialists of I.O.S. are ready to carry out any of the above-mentioned options of his/her company's relocation to another jurisdiction.

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