As legislative developments make it easier to move between
jurisdictions, many offshore companies are choosing to redomicile
in different jurisdictions for a variety of reasons, including
taking advantage of different tax and regulatory regimes, to
consolidate with existing group structures, or to cut down on costs
and assist with the ongoing administration of the offshore company
Historically, where an offshore company wished to move its
corporate seat to another jurisdiction, this could only be done by
way of a 'contractual' migration, which involved the
establishment of a 'new' company in the new jurisdiction,
which agreed to take on all the assets, contracts, liabilities and
obligations of the old company, which was then dissolved. This
process did not suit many clients as the transfer of assets and
liabilities could be relatively cumbersome, making the exercise
potentially costly, and the process could often have adverse tax
implications as one corporate entity was dissolved and another
Companies established in the jurisdictions in which Bedell
Cristin operates (notably Jersey, Guernsey, BVI and Mauritius) can,
as a matter of their domestic legislation, utilise their Companies
Law to migrate (redomicile) the company from one jurisdiction to
another, providing the jurisdiction into which the company is
migrating permits the migration - as do Jersey, Guernsey, BVI and
Following the completion of a statutory migration, the company
ceases to be a company incorporated in the 'outgoing'
jurisdiction, and becomes a company incorporated under the laws of
the 'incoming' jurisdiction. It is treated as the same,
continuing, legal entity - with all of the same assets and
liabilities, and being subject to the same legal relationships and
contracts as in the 'outgoing' jurisdiction. This allows
for a greater degree of continuity without the need for
transferring assets and legal relationships, or novating
obligations and limiting the need to involve third parties (other
than, for example, a secured party).
The statutory migration of a company can therefore offer a cost
effective and streamlined solution to moving a company from one
jurisdiction to another.
Whilst the process differs between jurisdictions (and will
differ depending on whether the company is migrating into or out of
a jurisdiction) there are many similarities. The company must be
solvent, must show that it has complied with the laws of its
current jurisdiction and has the ability to migrate, and a review
should be undertaken of the constitutional documents of the company
and any contracts, such as finance documents, for any restrictions.
Bedell Cristin is able to advise on, and assist in, all aspects of
The regulators in the relevant jurisdictions will require legal
opinions providing confirmations about the company wishing to
migrate, which Bedell Cristin are able to provide as part of the
Typically, the process and timescale for a migration will be
driven by the jurisdiction to which the company is wishing to
migrate to. With the right knowledge and expertise this process can
be managed efficiently, and can be as short as one month.
Bedell Cristin takes responsibility for collating all
information, drafting all necessary documents, approvals and
application forms for submission to the relevant Companies
Registry, meaning the process is expertly managed in a seamless
Given Bedell Cristin's offshore presence and extensive
experience, we are increasingly being asked to advise in connection
with company migrations both in and out of Jersey, Guernsey, the
British Virgin Islands and Mauritius, and we are able to deal with
multiple and large scale migrations.
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.
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