Over the past year, there has been a significant increase in the interest of foreign investors in the Astana International Financial Centre ("AIFC"). In addition to registering new companies, there is also a growing demand for the re-domicile of companies from foreign jurisdictions to the territory of the AIFC.
Re-domicile, or transfer of incorporation, allows companies to change their country of registration without the need for liquidation, asset transfer, or termination of existing contracts – in other words, to "move" from one jurisdiction (if permitted) to another. The AIFC acts stipulate that in such a case, a company retains its civil rights and obligations.
According to the AIFC Companies Regulations, a foreign company
("Company") is entitled to submit an application to the
AIFC Companies
Registrar ("Registrar") to continue its operations in
AIFC, if permitted by its own legislation. For example, the
Republic of Cyprus is a jurisdiction where re-domicile is possible,
while direct redomicile from the Netherlands to the AIFC is not
permitted.
Before commencing re-domicile, certain preparations are necessary. In particular, it is required to confirm that:
- it is allowed by the laws of the "donor country";
- the "moving" Company is not in the process of liquidation or bankruptcy and is solvent.
Additionally, the Company should obtain (or plan to timely obtain) relevant authorities/creditors (if necessary) and examinepotential consequences of re-domicile (such as restrictions under contracts and licenses etc.). If the activities of the "moving" company require a license within the AIFC, prior approval from the AIFC Financial Services Authority (AFSA) is mandatory.
The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.
