Changing a foreign companystructure to fit a new task

Only where the law of both sides allows it: one country permits the company to leave its register and continue existing, the other permits entry. The specific pair is checked separately, together with the conditions on filings, debts and consents. There is no universal list that works for any company.

As a rule the legal entity, the incorporation date, the corporate history and rights under existing contracts. The constitution, the registered address, the registration number and often the governing bodies change. What survives in your case depends on the requirements of the country of entry.

The bank decides. When the jurisdiction or the ownership changes it runs a fresh review and may either continue the relationship or require an account for the new configuration. That is why the banking question is handled alongside the choice of scenario, not after the registration steps.

Where the legal entity survives, contracts usually continue, but some contain change of control or change of jurisdiction clauses and require the counterparty’s consent. Licences are more often tied to the jurisdiction and to the entity: they are re-issued or obtained again.

A move keeps the same entity with its history, contracts and obligations. A new company starts the history again: contracts are re-signed, accounts are opened from scratch, compliance is passed anew, and the old company still has to be closed properly. The direct costs of the second route are often lower, but they should be weighed against those losses.

When the company has to keep working and what should change is the ownership or the balance of control: a partner leaving, an investor coming in, a redistribution within a family. The jurisdiction does not change, so this scenario does not solve problems tied to the country of registration.

Most often the consequences arise for the seller in their country of tax residence, and sometimes additionally in the company’s country — for example where its assets are linked to real estate. Exemptions and double tax treaty rules apply in a number of cases. The calculation is done before the deal.

Obligations by themselves do not prevent a change, but they alter the order of steps: the registry of the country of exit normally requires confirmation that settlements are complete, and a move that bypasses existing claims is open to challenge and creates personal risk for the owner and director. Where funds are insufficient, an insolvency procedure is considered.

Transfer or distribute them before the procedure is completed, documenting the transfer of title and calculating the tax. Assets left in a company struck off the register pass to the state in a number of jurisdictions, and recovering them becomes a separate court matter.

It depends on the scenario and the jurisdictions: transferring shares is usually the shortest procedure, while a move and a reorganisation require approvals in two countries. Preparation is added to the registration steps — filings, consents from members and counterparties. We give an indication after the review.

The constitution and the shareholders agreement determine how the decision is taken: in some cases a majority is enough, in others unanimity or pre-emption rights apply. Whether consents are needed from creditors, banks, regulators or contractual counterparties is checked separately.

In many jurisdictions yes — by power of attorney and with notarised and apostilled documents. Some steps require personal attendance: most often banking procedures and signing before a notary. What can be done remotely in your case we will say after checking the requirements of both jurisdictions.

On the scenario, the number of jurisdictions, the state of the company, the number of owners, the assets and liabilities, the re-issuing of contracts and licences, the banking steps and the depth of the tax analysis. The work of local specialists and government fees are accounted for separately at actual cost.