Offshore Company Re-domiciliation in Ras Al Khaimah

While you are using an offshore/ International Business Company in your line of business, you may realize that a better option as to your particular case is not available to you because of substantial set-up and maintenance costs. A solution might be to incorporate your first company in a Safe jurisdiction with fewer benefits and later switch to a better option when it becomes worth of it economically. You can do it without any problems. Such transfers are called re- domiciliation. RAK, Dominica, Anguilla, Belize, and Nevis allow re-domiciliation. What Re-domiciliation Corporate Re domiciliation is the process by which a company moves its domicile from one jurisdiction to another by changing the country or Jurisdiction under whose laws it is registered or incorporated, while maintaining the same legal identity.

Companies’ redomicile for a variety of reasons including to take advantage of more favorable tax laws or less stringent regulatory provisions; to align their place of registration with their shareholder base; or to access specialist capital markets. For example, a foreign company incorporated under the laws of any country other than Malaysia may apply to be registered as being continued in UAE. Many low-tax jurisdictions provide for redomiciliation both in and from the jurisdiction. Generally, companies wishing to change their domicile are to get approval from the company’s directors and shareholders and from the authorities of both jurisdictions.
The latter is normally easy if the company paid its fees due to the register and the registered agent and keeps in good legal standing. Some countries, e.g. Panama, allow for redomiciliation of foreign corporations regardless of provisions in this respect in the country of origin. However, if you plan to move your company to another jurisdiction, make sure in advance that laws of both jurisdictions provide for redomiciliation, or that your new jurisdiction of choice accepts foreign companies unilaterally.

Mergers and Acquisitions Another way is to incorporate a new legal entity in a desired jurisdiction and then apply to arrangement and reconstructions instruments, such as:

• A merger or consolidation of both offshore companies with the new company surviving or the consolidated company remaining under the new jurisdiction;
• A separation of two or more businesses carried on by the first company;
• Other ways of reorganization and reconstruction of business through mergers and acquisitions, or a combination of those specified above.

Besides, you can undertake a simple sale of business to a new offshore company where possible, and after that the first company can be dissolved, voluntarily or administratively at your choice. Before the transfer of assets and rights is finalized, make sure to keep both companies in good legal status all the time. This advice might seem unnecessary, but from our experience, it’s never extra. Many clients get too relaxed dealing with tax haven companies not subject to any financial reporting and simply forget to pay annual renewal fees in time.” Regulations cited by the Ras Al Khaimah Free Trade Zone International Companies (Transfer of Domicile) Regulations 2009.

The provisions of these Regulations come into effect on May 21st, 2009. Ras Al Khaimah Free Trade Zone Authority is allowing local and foreign international companies Offshore Companied to redomicile in RAK Free Zone under RAK International Companies Regulations.

But few documentation will be require by the RAK Authority;

1. International Companies (Transfer of Domicile) Regulations 2009 - schedules with suggested forms of certificates and advertising.
2. Application for Consent - Transfer In (For companies migrating/transferring to RAK)
3. Application for Consent - Transfer Out (For IC’s migrating/transferring out of RAK)
4. IC-RAK – Transfer of Domicile – TRANSFER IN – Procedure (REQUIRED IN THIS CASE)
5. IC-RAK – Transfer of Domicile – TRANSFER IN – CHECKLIST LEGAL EFFECT – REGULATION 9 of International Companies Transfer of Domicile Regulations 2009:

Upon continuation of a Company as an International Company under the RAK International Companies Regulations 2006:

A. all assets, whether tangible or intangible, rights and all other property of any kind of the Company continue to belong to the Company;
B. the Company, its officer and directors continue to be liable for obligations of the Company prior to its continuation as an International Company;
C. any existing cause of action, claim, duty or liability to prosecution in respect of the Company is unaffected;
D. any civil, criminal or administrative action or proceeding pending by or against the Company is unaffected; and
E. any conviction against, or any ruling, order or judgment in favor of or against the Company prior to its continuation as an International Company may be enforced by or against the Company.

Do note that requirements may vary for different offshore jurisdictions.

Winston Wambua

International Offshore Specialist
 
For more information please contact me on

Mobile +971553350517

Email: winstonk@live.com
 
Skype: Winston.Wambua