Company Migration and Redomiciliation: A Complete Guide to Inward and Outward Continuation

Introduction: What Is Redomiciliation?

Company redomiciliation (also called continuation, re-registration, or migration) is the process by which a company changes its jurisdiction of incorporation without ceasing to exist or being wound up and re-incorporated. The company continues as the same legal entity — with the same assets, liabilities, contracts, and corporate history — but under the laws of a new jurisdiction.

Redomiciliation is conceptually distinct from:

• Re-incorporation: where a new company is formed and assets/liabilities are transferred (the original company is wound up)
• Transfer of registered office: where the company keeps its existing jurisdiction but moves its administrative address

Genuine redomiciliation preserves corporate continuity, which is critical where the company holds contracts, licences, or assets that cannot easily be transferred.

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Why Redomicile?

Common reasons for company redomiciliation include:

Reason	Example
Regulatory migration	Move regulated entity from post-Brexit UK to EU-based jurisdiction
Tax planning	Move from high-tax to low-tax jurisdiction (subject to exit tax rules)
Access to treaty network	Redomicile to jurisdiction with broader tax treaty coverage
IPO requirements	Some exchanges prefer certain incorporation jurisdictions
Economic substance compliance	Consolidate operations in single jurisdiction
Dispute resolution	Move to jurisdiction with better commercial courts (e.g., ADGM, DIFC, Cayman)
Investor preference	PE/VC investors prefer Cayman or Delaware

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The Statutory Framework: Which Jurisdictions Permit Migration

Inward Continuation (Permitting Foreign Companies to Continue In)

Most offshore jurisdictions permit foreign companies to continue in as a domestic entity. This process is sometimes called "inward continuation" or "domestication."

Jurisdiction	Inward Continuation?	Governing Provision
BVI	Yes	BCA 2004, Part XI (ss.180–185)
Cayman Islands	Yes	Companies Act 2023, s.200–210
Bahamas	Yes	Companies Act 2011
Isle of Man	Yes	Companies Act 2006, s.132
Jersey	Yes	Companies (Jersey) Law 1991, Arts 127ZA–127ZG
Guernsey	Yes	Companies (Guernsey) Law 2008, s.194
Malta	Yes	Companies Act (Cap 386), Arts 253–256
Cyprus	Yes	Companies Law (Cap 113), s.354
Singapore	Yes	Companies Act 1967, s.372
Seychelles	Yes	Companies Act 1994, s.136

Outward Continuation (Permitting Domestic Companies to Continue Out)

Outward continuation — where a domestic company migrates to a foreign jurisdiction — requires the home jurisdiction to permit the departure. Not all jurisdictions do. Critically, if the home jurisdiction does not permit outward continuation, the only option is re-incorporation (with attendant asset transfers and tax costs).

Home Jurisdiction	Outward Continuation Permitted?	Restriction
BVI	Yes	Must have no outstanding liabilities to BVI government
Cayman Islands	Yes	Must have no outstanding liabilities; court approval if required
Malta	Yes	Requires shareholder approval (75%); EU considerations apply
Cyprus	Yes	Requires shareholder approval; regulatory consent if licensed
UK (England & Wales)	No	No statutory mechanism; re-incorporation required
Ireland	No	No statutory outward continuation mechanism
USA (Delaware)	Limited	Conversion (domestication) available to certain entities
Australia	No	Statutory deregistration + re-incorporation
Germany	No	No outward continuation (EU cross-border conversion partially available)

The absence of an outward continuation mechanism in England and Wales is a significant practical limitation. A UK-incorporated company cannot simply redomicile to BVI or Cayman — it must dissolve and transfer assets to a newly incorporated entity, with all the commercial and tax consequences that entails.

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The Continuation Process: Step by Step

Phase 1: Home Jurisdiction (Outward Continuation)

Step 1: Confirm permission The Articles of Association must be reviewed for any restriction on redomiciliation. Shareholder approval (often a special resolution — 75% majority) is typically required.

Step 2: Regulatory consents If the company holds regulated licences (banking, insurance, financial services, gaming), all relevant regulatory consents must be obtained from the home jurisdiction regulator before continuing out.

Step 3: Directors' resolution The board passes a resolution approving the redomiciliation, identifying the receiving jurisdiction, and authorising the process.

Step 4: Creditor protection Many jurisdictions require a notice period (typically 30–60 days) during which creditors may object to the continuation. Where creditors object, the court may impose conditions.

Step 5: Certificate of Good Standing The Registrar in the home jurisdiction issues a Certificate of Good Standing confirming the company is in good standing (no outstanding fees, no pending dissolution proceedings). This certificate is usually required by the receiving jurisdiction.

Step 6: Additional documents The home jurisdiction may require:

• A legal opinion from a qualified lawyer in the home jurisdiction confirming the continuation is legally permitted
• A notarised and apostilled copy of the current Memorandum and Articles of Association
• A director and shareholder register

Phase 2: Receiving Jurisdiction (Inward Continuation)

Step 7: Application for continuation The company (through its proposed registered agent in the receiving jurisdiction) files an Application for Continuation. Key documents required:

Document	Purpose
Certificate of Good Standing	Confirms active status in home jurisdiction
Certified copy of M&A	Confirms existing constitutional documents
Directors' resolution approving redomiciliation	Evidences authority
Memorandum of Continuation	New document reflecting the receiving jurisdiction's requirements
Shareholders' resolution	Evidences member approval
Legal opinion (if required)	Confirms legality of continuation
Registered agent consent	Confirms appointment of agent in receiving jurisdiction

Step 8: Review by receiving jurisdiction Registrar The Registrar reviews the application for compliance with local requirements. The review period varies:

• BVI: 3–5 business days
• Cayman: 5–10 business days
• Malta: 15–30 business days (additional regulatory involvement if licensed)
• Seychelles: 3–5 business days

Step 9: Certificate of Continuation Upon approval, the Registrar in the receiving jurisdiction issues a Certificate of Continuation (sometimes called a Certificate of Incorporation by Way of Continuation). This is the definitive proof of the company's new incorporation.

Step 10: Deletion from home jurisdiction register Simultaneously (or shortly after), the company is removed from the home jurisdiction register. The Certificate of Good Standing from the home jurisdiction is typically submitted to confirm this has occurred.

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The Memorandum of Continuation

The Memorandum of Continuation is the key constitutional document filed with the receiving jurisdiction's Registrar. It typically contains:

• The company's new name (which may be the same as the original name, subject to name availability in the receiving jurisdiction)
• The original date of incorporation in the home jurisdiction
• The date of continuation
• A statement of the company's objects (or a statement of unrestricted objects)
• The authorised share capital
• A declaration that the continuation is permitted by the laws of the home jurisdiction

Where the company wishes to adopt new Articles of Association simultaneously with the continuation, these are filed alongside the Memorandum of Continuation.

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Effective Date Issues

Corporate Continuity

The key legal principle of redomiciliation is that the company is the same entity throughout — it does not cease to exist and recommence. Contracts remain valid, the company number may change (the receiving jurisdiction assigns a new registration number) but the company's legal identity is continuous.

Tax Effective Date

For tax purposes, the effective date of the change in incorporation can have significant consequences:

• UK tax: if a UK tax resident company redomiciles to a foreign jurisdiction, it may be subject to a deemed disposal (exit tax) on all assets at market value on the effective date (under s.185, TCGA 1992, for companies ceasing to be UK resident)
• US tax: S.367 of the IRC imposes a deemed sale of assets when a US domestic corporation undergoes an outbound reorganisation
• Cayman/BVI: no equivalent exit tax (jurisdiction has no corporate income tax)
• EU: ATAD2 (Article 5, Anti-Tax Avoidance Directive) imposes exit taxation at the time of transferring assets, tax residence, or a PE's business outside the EU

The Tax Residency Question

Redomiciliation changes the place of incorporation but does not necessarily change the place of tax residence. A company incorporated in the Cayman Islands may still be UK tax resident if its central management and control is exercised in the UK (Wood v Holden principles; Laerstate BV v HMRC [2009]).

Genuine relocation of management and control — actual meetings of the board conducted in the new jurisdiction, actual decision-making there — is required to change tax residence. Legal redomiciliation without corresponding change in management and control achieves little from a UK tax perspective.

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Post-Continuation Steps

After receiving the Certificate of Continuation, the following steps should be completed:

Action	Timeframe
Update bank account records (notify banks of new incorporation details)	Immediately
Update counterparty contracts (execute novation agreements where required)	Within 30 days
File new constitutional documents with all relevant authorities	Immediately
Update regulatory licences in the receiving jurisdiction	As required
Update the company's letterhead, website, and legal documents	Immediately
Obtain tax residency certificate in new jurisdiction (if claiming treaty benefits)	Within 3 months
Notify home jurisdiction tax authority of change in tax residence	Pursuant to home country rules

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Costs of Redomiciliation

Cost Item	Approximate Range
Home jurisdiction legal/agent fees	USD 2,000–5,000
Receiving jurisdiction government fee	USD 350–1,500 (varies)
Receiving jurisdiction agent/legal fees	USD 1,500–3,000
Apostille/notarisation of documents	USD 200–500
Bank documentation update	Nil–500 (bank-specific)
Tax advice (exit tax analysis)	GBP/USD 3,000–10,000+ (varies significantly)
Regulatory consents (if licensed)	Variable — can be substantial

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HPT Group and Redomiciliation Advisory

HPT Group manages corporate redomiciliation projects for clients seeking to migrate entities between jurisdictions, whether for tax planning, regulatory positioning, or commercial reasons. We co-ordinate with licensed agents and legal practitioners in both the departure and receiving jurisdictions, manage the regulatory consent process, advise on the tax consequences of the migration (including exit tax exposure), and ensure that post-continuation contractual and banking arrangements are updated correctly. We have experience with BVI, Cayman, Malta, Cyprus, Isle of Man, Jersey, and Seychelles redomiciliations. Contact HPT Group to discuss your redomiciliation project.