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Re-Domiciliation of Existing Companies


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RE-DOMICILIATION OF EXISTING COMPANIES


INTRODUCTION:

To re-domicile means to move your existing company to a new location. Popular locations include Belize, Costa Rica, Dominica, Nevis, Panama, or St. Vincent and the Grenadines.
ORCA offers a full range of offshore services for the re-domiciliation of offshore corporations, including advising on the opening of new bank accounts or the retention of existing facilities. The steps that are taken regarding banking will be very much dependant on the location of the existing account.

THE COMMON GROUNDS FOR RE-DOMICILE

Most companies re-domicile in order to take advantage of particular features of the new jurisdiction, such as merger legislation, or tax treaties with other countries. The law in both the old and new jurisdictions must permit re-domiciliation. The business of the company is deemed to continue without interruption on re-domiciliation.

WHERE TO RE-DOMICILE:

ORCA recommends the following independent jurisdictions as having the best offshore legislation, asset protection and privacy available. These countries are, in our opinion, the best locations as things currently stand. All offshore company jurisdictions we offer are fully exempt from local taxes. The locations we recommend in alphabetical order are Belize, Costa Rica, Dominica, Nevis, Panama, or St. Vincent.

RE-DOMICILIATION PROCEDURE:

There are two ways to move your existing offshore company from the Bahamas, the British Dependant Territories (Anguilla, Bermuda, BVI, Cayman Islands, Montserrat and Turks & Caicos), the Isle of Man, Guernsey, Jersey or Ireland; to the above locations.

Solution One - Continuance

Continuance is only possible if your existing company is currently domiciled in Anguilla, Bahamas, the BVI or the Turks & Caicos Islands. The offshore legislation in these jurisdictions is very favourable in that it allows you to relocate your existing company without forming a new one.

Solution Two - New Incorporation:

Even if your existing company is currently domiciled in Anguilla, The Bahamas, The BVI or The Turks & Caicos Islands, you might wish to form a new company in the same name because the current company’s jurisdiction imposes a fee before it allows you to move your company. It is always simpler to just incorporate a new company of the same name in the new jurisdiction and allow the old company to die in due course. Any assets owned by the old company can easily be transferred to the new company. You can either keep the existing bank account or move it to a new jurisdiction; depending on the circumstances. For companies incorporated in Bermuda, the Cayman Islands, Isle of Man, Jersey, Guernsey and Ireland, continuance is not permissible. As a result we recommend simply forming a new company in the same name and then transfer all the assets and liabilities to the new corporation.

Costs:

The costs involved will depend upon where you are presently domiciled and the choice of location you wish to move your business to. The best thing about this arrangement is that the cost will not be higher than the standard fees to incorporate company in the jurisdictions which we deal with and can sometimes even be substantially less so there are no drawbacks to this course of action.

WHAT EXACTLY IS RE-DOMICILIATION?

To re-domicile means to change the jurisdiction in which your company is registered. If continuance is possible your offshore company continues to exist in the new jurisdiction with full legal continuity of any contracts or other activities the company was committed to in the original jurisdiction. Upon re-domiciliation, the original date of incorporation and company existence remains the same and is unaffected which is very helpful if your company has been in existence for many years.

Companies registered in:
Group 1 - Anguilla, The Bahamas, The BVI and The Turks & Caicos can be legally "continued" in any of the above countries.

Group 2 - Companies registered in Bermuda, the Cayman Islands, the Isle of Man, Jersey, Guernsey and Ireland cannot be "continued" in a new jurisdiction.

The solution is that a new company of the same name can be incorporated in the new jurisdiction and any current assets and contracts transferred to it. The old company can then be terminated or allowed to lapse (and ultimately dissolve) at the annual renewal date. It is not a problem to obtain the same company name in the new jurisdiction unless it is already taken.