Redomiciliation
Change of company jurisdiction
- What it is
- Moving a company from one jurisdiction to another while preserving the legal entity
- The main advantage
- The company keeps its history, contracts and assets — it is not created anew
- What is required
- Both jurisdictions must allow such a procedure
- Why it is done
- A change in regulation, tax regime, substance requirements or the jurisdiction’s reputation
- Alternative
- Setting up a new company and moving the assets into it — sometimes simpler
In plain words
Redomiciliation is moving a company from one jurisdiction to another while preserving the same legal entity. The company is not wound up or created anew: it continues to exist, keeping its history, existing contracts, assets and, as a rule, its banking relationships, but becomes subject to the law of the new country.
The main condition is that both jurisdictions must allow such a procedure. One must permit the company to leave, the other to accept it. Far from all countries allow this, so the route is checked at the very start. The process requires a decision of the members, in some cases creditors’ consent, the absence of arrears and a full set of corporate documents.
Why it is done: economic substance requirements have changed, the tax regime has become unfavourable, the jurisdiction’s reputation with banks has deteriorated, or access to double tax treaties is needed. The alternative is to set up a new company and move the assets, but then the history is lost, and re-signing contracts and opening accounts start from scratch.
When a transfer is considered
What the procedure requires
- Both jurisdictions allow the transfer
- Members’ decision
- No arrears
- Corporate set
- Certificate of status
- Confirmations from the registrar
- Tax regime of the new country
- Possible exit tax
- Cost of the procedure
- Banks’ reaction
- Counterparties’ attitude
- Timing of the procedure
How the transfer works
- 01Check that it is allowed in both countries
- 02Assess the tax consequences
- 03Members’ decision and documents
- 04Registration in the new jurisdiction
- 05Deregistration in the former country
What you need to know
- The legal entity is preserved and its history is not lost
- Both jurisdictions must allow the procedure
- Arrears and late filings block the transfer
- A tax on leaving the former jurisdiction is possible
- Banks may ask for updated documents and repeat compliance
Common mistakes
- Starting the procedure without checking that it is allowed
- Not calculating the tax consequences of leaving
- Ignoring the bank’s reaction to the change of jurisdiction
- Trying to transfer a company with arrears
- Not considering setting up a new company as an alternative
What this means for a BRIDGES client
We review the client’s structure before the move: where the companies are registered, how this will look after the change of residence, and whether anything needs to change. Sometimes a transfer is justified; sometimes it is simpler to streamline the structure.
Frequently asked questions
01 /What is redomiciliation?
Moving a company from one jurisdiction to another while preserving the same legal entity, history, contracts and assets.
02 /Is it possible everywhere?
No. Both jurisdictions must allow the procedure: one the company’s departure, the other its acceptance. This is checked first.
03 /What happens to contracts and accounts?
The legal entity is preserved, so contracts usually remain in force. But banks may ask for updated documents and repeat compliance.
04 /Does a tax arise on transfer?
In some cases, yes — a tax on leaving the former jurisdiction. The consequences are calculated before the procedure starts.
05 /Can a company with debts be transferred?
As a rule, no. The absence of arrears and good standing in the former jurisdiction are required.
06 /Which is better — a transfer or a new company?
It depends on the situation. A transfer preserves the history; a new company is often faster and cheaper. The options are compared on timing, cost and consequences.
See also
Read next
This material has undergone editorial review by BRIDGES.
Structure no longer fits your goals?
We will work through the options — transferring the company, a new structure or simplification — with the consequences calculated.