Updated
GL-R-06
01 / In 30 seconds
The short answer
- 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
02 / In plain words
What Redomiciliation means
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.
A case from practice
A client was considering transferring a company because of problems with banking services. Analysis showed that in their case setting up a new company in a suitable jurisdiction solved the problem faster, while the history of the old one could be explained with documents.
When a transfer is considered
- Changes in substance requirements
- Problems with banking services
- A change in the tax regime
- Reputational issues with the jurisdiction
- Access to tax treaties
- Preparing the structure for the owner’s move
03 / What it covers
What the procedure requires
Conditions
- Both jurisdictions allow the transfer
- Members’ decision
- No arrears
Documents
- Corporate set
- Certificate of status
- Confirmations from the registrar
Consequences
- Tax regime of the new country
- Possible exit tax
- Cost of the procedure
Risks
- Banks’ reaction
- Counterparties’ attitude
- Timing of the procedure
04 / How it works
How the transfer works
Check that it is allowed in both countries
Assess the tax consequences
Members’ decision and documents
Registration in the new jurisdiction
Deregistration in the former country
05 / Key facts
What you need to know
01
The legal entity is preserved and its history is not lost
02
Both jurisdictions must allow the procedure
03
Arrears and late filings block the transfer
04
A tax on leaving the former jurisdiction is possible
05
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
06 / Expert advice
How to prepare in advance
First, check whether both countries allow the procedure and calculate the tax consequences — including a possible exit tax. The company is put in order: reports, duties, status. And the transfer is compared objectively with the alternative: sometimes setting up a new company and moving the assets is faster and cheaper than transferring the old one.
What we do for you. 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.
Dmitry NagyTax consultant, international taxation and compliance (ex-Big4)
07 / Questions
Frequently asked questions
Moving a company from one jurisdiction to another while preserving the same legal entity, history, contracts and assets.
No. Both jurisdictions must allow the procedure: one the company’s departure, the other its acceptance. This is checked first.
The legal entity is preserved, so contracts usually remain in force. But banks may ask for updated documents and repeat compliance.
In some cases, yes — a tax on leaving the former jurisdiction. The consequences are calculated before the procedure starts.
As a rule, no. The absence of arrears and good standing in the former jurisdiction are required.
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.
INITIAL ASSESSMENT
Tell us what outcome your family needs
We will design a solution for your case, choose the country and the right status, and take the whole process through to the result.
