Re-domiciliation is a legal process which allows a company to transfer its domicile/seat of incorporation from one jurisdiction to another, while maintaining the same legal entity. The legal continuation enables the company to maintain all of its history and track record. The concept of a Re-domiciliation has been legislated in company laws in a number of jurisdictions. Jurisdictions started to implement such legislation some twenty years ago. It is common in civil law jurisdictions (for example, Switzerland and Luxembourg) as well as common law jurisdictions (for example, Malta and Singapore). It is also prevalent in island states/jurisdictions such as the British Virgin Islands (BVI), Jersey and Mauritius etc.
Benefits, Practical Application and Drivers
One of the key benefits is that the company maintains its legal identity which reduces change costs. For example, contracts in place do not have to be novated but consideration would still need to be made as to whether the company can continue to carry on its obligations under its existing contracts. The use cases Re-domiciliation transactions are manyfold. The concept of a Re-domiciliation is useful in the context of legal structure optimization, simplification projects. One of the drivers of business restructurings involving Re-domiciliation are regulatory/tax changes, Economic Substance Regulations (ESR) . The recently ESR implemented in no or nominal tax jurisdictions have further accelerated operating business model changes and restructurings. Under the ESR, companies that carry on qualifying activities (so called ‘Relevant Activities’) are required to demonstrate substance including core income generating activities and headcount. For example, a BVI company of a UAE headquartered group that performs group treasury/finance income whereby the treasury team is based in the UAE is unlikely able to meet the economic substance rules in the BVI. In this environment, the concept of a Re-domiciliation to the UAE may be helpful to align income with underlying operations and could be one possible option to restructure the business. Finally, the impending introduction of a Global Minimum Tax of at least 15% will further disincentivize offshore structures. Therefore, we are seeing an increased interest in re-domiciling holding companies to the UAE where businesses have genuine substance and are able to comply with the ESR
Both DIFC and ADGM allows companies to redomicile, subject to the approval from Registrar and if the company in the original jurisdicton fulfill the requirements of the Registrar.
Our expert consultants in XPRO will assist you to re-domicile a company to DIFC and ADGM, collate KYC, draft incorporation documents, open bank account and manage post incorporation services including renewal services.
Denounce with righteous indignation and dislike men who are beguiled
and demoralized by the charms pleasure moment so blinded desire that
they cannot foresee the pain and trouble.