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Re-domiciliation of Offshore Company


Many jurisdictions have made drastic changes to their corporate laws to the detriment of the corporate user, such as assessing a corporate tax, requiring an increase in the number of directors or eliminating corporate confidentiality or for other practical reasons. The Marshall Islands, in contrast, is a modern and stable corporate jurisdiction that provides the flexibility and confidentiality that is required by corporate users. It is a zero tax jurisdiction that permits corporate officers, does not have mandatory or annual filings and protects corporate confidentiality.

The Marshall Islands Business Corporations Act allows a foreign corporation to re-domicile to the Marshall Islands if the "transfer of domicile is not expressly prohibited under the laws of the foreign domicile. Black's Law Dictionary defines "express" as "¡Kdirectly and distinctly stated. Manifested by direct and appropriate language." Accordingly, for a foreign corporation to be ineligible for redomiciliation into the Marshall Islands, the jurisdiction's law must clearly state that redomicilation is prohibited.

A company or corporation registered in a jurisdiction may re-domicile to other jurisdiction as long as it complies with the Laws of the re-domiciling jurisdiction. Usually, re-domiciliation is only possible if the company laws of the original country are similar to those of the country where the company wishes to move to. Often the Registrar will require the company's existing Memorandum and Articles of Association "M&As" to make sure that there are no conflicts with local requirements. Please note that not all jurisdictions provide company re-domiciliation (such as Hong Kong).

Basic Requirements (may vary according to original registered jurisdiction and the moving jurisdiction) :-

  • Signed Articles of Domestication (or Articles of Continuation)
  • Board resolution deciding to continue the company into another jurisdiction (The Registrar of the new jurisdiction may require it to be filed in the original registered jurisdiction)
  • Acknowledgment of signatures as notarised or attested by Notary Public
  • Original Articles of Incorporation & by-laws (or Memorandum & Articles of Association), and all subsequent amendments, if applicable
  • Certificate of good standing (or proof of good standing, or evidence of corporate existence)
  • Certified translation copy of the above into English, if applicable
  • Certified copy of all issued share certificates (as required for re-domiciled into Belize)
  • Statutory records for the issuance of bearer shares (as required for re-domiciled into Belize)
Effects of Continuation
When a company redomiciles to the Marshall Islands (or other permitted jurisdiction), the company is only changing corporate jurisdictions; a new and separate entity is not created. The corporate name and the date of existence will remain unchanged (subject to the name availability). The company will be struck-off from the original registered jurisdiction and the Marshall Islands (or new jurisdiction) corporate law will govern the corporation after re-domiciliation.

Our aim is to provide a comprehensive service to our clients in Hong Kong and offshore operations. If you find above helpful, please free to contact us.
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