Redomiciliation

Redomiciliation is the migration of a company to another jurisdiction while keeping the company's name and date of incorporation. This allows the company's assets to be preserved without re-registering them.

The domicile of a legal entity is its place of registration, i.e. the state in whose register it is incorporated.

Redomiciliation becomes relevant when the company's current country of registration changes its legislation, imposes sanctions, or other factors arise that adversely affect the company's business. Another country may also offer advantages that the previous one lacks.

For example

• The country has been placed on a blacklist of offshore zones
• Sanctions have been imposed on the country
• Lower tax rates in another country
• A change of the country of business, relocation of the operating office
• Preserving the company's assets and intellectual property rights without re-registering them

To migrate to another jurisdiction, the company must obtain a Certificate of Good Standing, and the company's director must approve the Articles of Continuation (redomiciliation regulations); the package of constitutional documents and copies of the founders' and directors' documents are then submitted to the register of the other jurisdiction for review. The register enters the company's details and issues a redomiciliation certificate, the Certificate of Continuation. The final stage is the liquidation of the company in its original jurisdiction. The laws of both jurisdictions must permit the redomiciliation procedure. 

Redomiciliation may be prevented by:

• The company being in bankruptcy.
• The company having outstanding debts or sanctions imposed on it