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How to Migrate an Offshore Company?

As legislative developments make it simpler to move between jurisdictions, numerous offshore companies are deciding to migrate/redomicile in various jurisdictions for numerous variety of reasons, including advantages of different tax and regulatory systems, to solidify with existing group structures, or to eliminate expenses and help with the ongoing management of the offshore company or group.

Corporate migration (re-domiciliation) is the procedure by which an offshore company moves its residence - or the spot of incorporation - from one jurisdiction to another by changing the nation under whose laws it is enrolled or fused. It keeps up the same legal identity. The simplicity with which corporate migration may occur has expanded in recent years.

Just as an offshore financial company can change its registered office or registered agent inside a similar jurisdiction, it can likewise move to another jurisdiction. Migration/Re-domiciliation empowers offshore companies to abstain from liquidating the existing company and move the portfolio of assets to an entity, consolidated for that reason in another jurisdiction.

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Reasons for Migration

Change in Circumstances

The conditions of the jurisdiction, the vehicle, or its investors may change such that the current spot of residence has become imperfect. Elements that may trigger a move between offshore jurisdictions and from coastal to offshore or the other way around may include:

  • Investor recognition with a specific jurisdiction
  • Monetary substance requirements and, where applicable, accessibility of infrastructure, making compliance direct and low-sway
  • Geographical vicinity to, and solid transport links with, a specific onshore finance center
  • Recognized adherence to the most noteworthy global tax compliance standards (including OECD/US/EU)
  • Proficient foundation with phenomenal assistance quality and robustness (COVID-19 has been a test for certain jurisdictions, while others have endured it easily)
  • Stable government, upgraded legislation and a regarded judicial framework

Consolidation

Now and then, migration is driven by the craving to streamline a group structure by moving all the offshore vehicles to a single jurisdiction, so just one lot of laws and guidelines should be consented to, and maybe to discover economies of scale corresponding to the cost of legal and administration services.

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Jurisdictions Allowing Migration

Below, is a list of countries allowing migration:

Andorra

Cayman Islands

Lebanon

Philippines

Anguilla

Cook Islands

Liberia

Portugal(Madeira)

Antigua

Costa Rica

Liechtenstein

Samoa

Barbuda

Cyprus

Luxembourg

Seychelles

Aruba

Dominica

Macao

St Kitts and Nevis

Austria

Gibraltar

Malaysia(Labuan)

St Lucia

Bahamas

Grenada

Maldives

St Vincent

Bahrain

Guernsey

Malta

Switzerland

Barbados

Hungary

Marshall Islands

Turks and Caicos

Belgium

Ireland

Mauritius

UAE

Belize

Isle of Man

Montserrat

Uruguay

Bermuda

Israel

Nauru

US Virgin Islands

BVI

Jersey

Netherlands Antilles

USA(Delaware)

Brunel

Latvia

Panama

Vanuatu

 

Requirements

The Outgoing Jurisdiction

  • The outgoing company must be entirely up to date with statutory filings
  • Various archives need to be filed with and gotten from the outgoing registry
  • There must be no ongoing lawful proceedings against  the outgoing company
  • A testament of good standing and certificate of incumbency must be obtained for each situation

The Incoming Jurisdiction

Accordingly, an offshore company, if approved by the laws of the home jurisdiction, can apply for continuation as a company in the new jurisdiction. The application must incorporate all data and reports required by the new jurisdiction, including certifications, confirmations, resolutions, declarations, opinions, clearances, and authorization.

The company must, within three months from the date of issue of the temporary certificate, file with authority a declaration confirming that the offshore company has ceased to be consolidated under the laws of the present jurisdiction and return the temporary certificate of continuation.

Detailed Process of Migration

Application for Consent

The offshore company through a registered agent may submit to the Registrar of Companies in the new jurisdiction as a continuing company.

The following documents must be accompanying the application for consent:

  • The regulatory or statutory provision which includes a reference to the regulatory or statutory provisions as amended from time to time
  • A testament that the company has been, is, and will remain solvent, and that too signed by the directors of the company
  • Proof that the company has hold of all necessary consents required under the laws of the original jurisdiction
  • Details of any charges created demonstrating the order in which they will be enrolled
  • The written approval of directors/shareholders to - (i) the order of registration of charges and (ii) the making of the application
  • The relevant charge
  • An authentication marked by the registered agent making the application in the structure recommended in the guidelines
  • A notice in the structure as portrayed in the guidelines declaring its aim to proceed in the new jurisdiction

Registration

Within three months from the time of consent, the registered agent must submit for registration the below:

  • The approval of the Registrar
  • Memorandum of Continuation or identical given by the authorities in the jurisdiction wherein the company is consolidated
  • The articles of the company which conform to the necessities of the guidelines
  • Particulars in the structure endorsed in the guidelines of any current charge. On delivery of the above records the Registrar will enlist the Memorandum of Continuation and:
  • Issue a certificate of enrollment of the Memorandum of Continuation
  • Enters in the Register of Charges under the universal Companies Regulations, the particulars of charges conveyed
  • The Memorandum of Continuation will be esteemed to be the Memorandum of Association

Note: The procedure mentioned above could vary as per the laws of the respective jurisdictions.

Conclusion

Setting up an offshore company, along with opening an offshore bank account, is not only trending nowadays but is also simple and comes with significant benefits in its own way. Business Setup Worldwide has exceptional practical experience assisting large scale and multiple migrations related to offshore companies and is happy to provide you with any help on this subject. Contact us today to learn more.