REDOMICILIATION (RELOCATION) OF A FOREIGN OFFSHORE COMPANY TO SEYCHELLES
Changes in international legislation (which took place in the Bahamas, Bermuda, British Virgin Islands, Belize, Cayman Islands, Guernsey, Jersey, Isle of Man, Mauritius, UAE and many other offshore jurisdictions from January 1, 2019) and other reasons often force an offshore company to change the jurisdiction of its registration, i.e. cease to exist in the country of current registration and continue to exist and conduct business under the same name (or changing it), but in another jurisdiction.
The advantage of such a continuation (legally called and recognised as redomiciliation) is that if everything is done in accordance with the law, then there is practically no need to even close the existing bank account of the offshore company.
Not all countries allow foreign offshore companies to relocate (redomicile) their legal address from one jurisdiction to another, but any foreign company can continue its existence in the Seychelles as a company established in accordance with the Seychelles International Business Companies Act.
The easiest way for a foreign offshore company to redomicile to Seychelles is to adopt a standard Memorandum and Articles of Association of a Seychelles international business company and, in general, provide the Registrar of International Business Companies in Seychelles with the Certificate of Good Standing issued in the current jurisdiction of incorporation, minutes of the general meeting where it was decided to redomicile the company to Seychelles, and other documents upon request.
A foreign offshore company, that has fulfilled all the necessary requirements, will receive a Certificate of Continuation issued by the Registrar of International Business Companies in Seychelles, after which the offshore company continues its activities and can exercise all corporate powers in accordance with the Seychelles International Business Companies Act.
After redomiciliation, property of any kind remains in the hands of the offshore company, which continues to be responsible for all its debts and obligations. All shares of the company that are not paid at the time of issue will be considered by the Registrar of International Business Companies in Seychelles as issued and paid.
A relocated (redomiciled) international business company maintains its full legal status in the Seychelles, regardless of any provisions of laws of the jurisdiction of its former registration, even if they do not provide a legal possibility for redomiciliation.
However, such situation might be a cause of collisions between two legal systems and the offshore company may be involved in a conflict in the country of its former registration. In order to prevent this from happening, it is always recommended to legally discontinue (after the Certificate of Continuation in Seychelles is issued) the company from the Register of Companies operating in the jurisdiction of its former registration.
The international business company will lose its new status only if it is dissolved and liquidated in the Seychelles.
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