How to move your company to a new jurisdiction: redomiciliation, asset transfer, and the tax picture

Last updated: April 2026

How to move your company to a new jurisdiction: redomiciliation, asset transfer, and the tax picture

Moving a company from one jurisdiction to another is one of the more structurally complex decisions a founder can make. The process is not analogous to personal relocation, where you close a lease and sign a new one somewhere else. A legal entity has contracts, banking relationships, tax histories, and counterparties — all of which have opinions about being moved.

There are two fundamentally different paths: redomiciliation (moving the legal entity itself, preserving its continuity), and close and reopen (dissolving the existing entity and forming a fresh one in the new jurisdiction). Which path is available to you depends almost entirely on which jurisdiction your current company is incorporated in. Which path is preferable depends on what you're trying to achieve.

This guide covers both paths, the tax implications of each, what happens to your assets and contracts, and how the banking migration — practically the most painful part — actually works. It also covers the three most common scenarios founders encounter: moving a Belize IBC to the UAE, migrating an offshore holding structure to Cyprus, and converting a Delaware LLC to a C-Corp for venture capital.

By the end, you'll understand what your options actually are, where the complexity concentrates, and what requires a qualified advisor versus what you can assess yourself.

Important: This guide involves tax law, corporate law, and cross-border structuring. Rules vary significantly by jurisdiction and change frequently. Nothing here constitutes legal or tax advice. Work with a qualified advisor before initiating any restructuring.

Who this is NOT for

Before going further, be clear about whether this guide applies to your situation.

This guide is not for:

• Founders who want to open a new company abroad while keeping the old one open. That is a layering question, not a migration question. If you want to operate in a new market while preserving your existing entity, see our guide on holding company structures for founders.
• US founders with complex Delaware LLC structures. If your LLC has multiple members, made an S-Corp or C-Corp election, holds significant US-source income, or has IRS compliance issues, this guide covers the conceptual framework but you need a US-licensed attorney and CPA for execution.
• Regulated businesses. Financial services, healthcare, fintech, and other licensed businesses face additional regulatory migration requirements that go well beyond what is covered here. Jurisdiction transfer for a regulated entity typically requires re-licensing from scratch.
• Founders expecting a quick fix. A properly managed company migration takes three to six months in uncomplicated cases. Regulated industries, complex asset structures, or contentious banking relationships can push this past a year.

The two paths: redomiciliation vs. close and reopen

The structural choice comes first. Everything downstream — tax treatment, contract handling, banking — depends on which path you take.

Path 1: Redomiciliation (corporate continuance)

Redomiciliation is the process of migrating a legal entity from one jurisdiction to another while maintaining legal continuity. The company retains its history, its registration number (or an equivalent in the new jurisdiction), its existing contracts, and its corporate identity. Legally, it is the same company — just now governed by the laws of a different jurisdiction.

This is sometimes called "corporate continuance" or "re-domiciliation by way of continuation." The mechanics vary by jurisdiction but generally involve the company filing for deregistration in the originating jurisdiction simultaneously with registration in the receiving jurisdiction. Both jurisdictions must support the procedure.

Jurisdictions that permit redomiciliation in or out include:

• British Virgin Islands (BVI)
• Cayman Islands
• Seychelles
• Malta
• Cyprus
• Guernsey and Jersey
• Some Canadian provinces (including British Columbia and Ontario)
• Panama, Bahamas, and various other offshore centres

The process typically takes two to six months. The originating jurisdiction issues a Certificate of Discontinuance; the receiving jurisdiction issues a Certificate of Continuation or equivalent. During the transition window, both documents are required simultaneously, which is one reason a licensed agent in each jurisdiction is essentially mandatory.

Path 2: Close and reopen

The alternative is to dissolve the existing company and form a new entity in the target jurisdiction. The old entity winds down according to its dissolution procedure; the new entity is a fresh legal person with no corporate history.

This path is more administratively intensive. Every contract must be novated (formally transferred) to the new entity. Every bank account must be opened fresh. Assets must be transferred at arm's length. Tax events may be triggered. But it is also the path that is sometimes the only option available.

When close and reopen is the only path:

• Delaware LLCs: Delaware law (Section 18-213 of the Delaware Limited Liability Company Act) does technically permit an LLC to domesticate out of Delaware to a foreign jurisdiction — but this is rarely practicable when the target is an offshore jurisdiction that does not have a matching domestication procedure. In the vast majority of real-world cases involving non-resident founders wanting to move to jurisdictions like BVI, UAE, or Seychelles, the practical answer is: close the Delaware LLC and form a new entity. The redomiciliation statute exists, but the bilateral framework to execute it with most offshore jurisdictions simply does not.
• Any jurisdiction that does not allow "exit" redomiciliation: Not every jurisdiction that accepts inbound redomiciliation permits outbound. Check both sides.
• Founders who want a clean break: Sometimes the administrative simplicity of starting fresh outweighs the continuity benefit of redomiciliation — particularly if the existing entity has few contracts, no significant credit history, and uncomplicated assets.

Which jurisdictions support redomiciliation — and which don't

This distinction matters enormously. It determines which path is legally available before you even consider what is strategically preferable.

Note: "Technically yes" for Delaware is not the same as "operationally available." In practice, a Delaware LLC wanting to move to Seychelles, BVI, or a UAE freezone will dissolve and reincorporate. The domestication statute was designed for US state-to-state transfers, not offshore migrations.

Redomiciliation vs. close and reopen: a comparison

Tax implications: what actually gets taxed

Tax treatment is where most of the complexity — and most of the unpleasant surprises — concentrates.

Exit taxes and deemed disposal

Many countries impose an exit tax when a company migrates its tax residence or transfers assets out of their tax jurisdiction. The mechanism is typically a deemed disposal: the tax authority treats the company as if it sold all its assets at market value on the date of departure. Any gain between the book value and the market value becomes a taxable event, even if nothing was actually sold.

Exit tax rules apply differently across jurisdictions. Germany, France, the Netherlands, Australia, Canada, and several other countries have formal exit tax regimes for corporate migration. The EU's Anti-Tax Avoidance Directive (ATAD) requires EU member states to impose exit taxes on corporate migrations, though it also provides for instalment payment options when migrating to another EU/EEA state.

The key variable is where your company's shareholders are tax-resident, and what rules apply in that jurisdiction. A Belize IBC owned by a UK-resident founder moving to a UAE freezone company triggers different exit tax analysis than the same structure owned by a UAE-resident founder. This is precisely the type of analysis that requires a qualified tax advisor, not a general guide.

Asset transfers between related entities

If you are using the close-and-reopen path, you will need to transfer assets from the old entity to the new one. These transfers must be conducted at arm's length — meaning the price paid must reflect what an unrelated third party would pay in the same transaction.

This is not optional. Transfer pricing rules enforced by most tax authorities require that related-party transactions occur at fair market value. Undervaluing an asset transfer to avoid tax is a common audit trigger. Overvaluing it creates its own problems. Independent valuation is advisable for anything other than straightforward current assets.

IP transfers are particularly sensitive. If your company holds intellectual property — software, patents, trademarks, customer lists, proprietary processes — the transfer pricing rules under OECD BEPS Actions 8–10 apply. These guidelines require that IP be priced at the value of its expected future income stream, not its cost of development. For valuable IP, this can result in a significant deemed income event. Several high-profile transfer pricing disputes in recent years have involved IP migrations, and tax authorities in larger jurisdictions are specifically attentive to them.

The Delaware LLC to C-Corp conversion

One common restructuring that sits slightly outside the migration framing but is worth addressing: converting a Delaware LLC to a Delaware C-Corp for VC investment. This is not a cross-border migration — the entity stays in Delaware and the governing law remains unchanged. But it is a structural transformation that carries its own tax considerations.

The conversion is generally treated as a non-taxable reorganisation under US tax law, provided it is structured correctly. The practical driver is that most institutional venture capital funds have structural constraints that prevent them from investing in LLCs — specifically, LLCs create UBTI (Unrelated Business Taxable Income) complications for tax-exempt investors like pension funds. Converting to a C-Corp removes this barrier.

This conversion does not involve redomiciliation. It is a Delaware-internal procedure. But founders sometimes conflate it with the broader migration question, so it is worth being precise.

What happens to your bank accounts

Bank accounts are, in practice, the most operationally complex part of any company migration. They deserve their own section.

Accounts cannot follow the entity

Whether you redomicile or close and reopen, your existing bank accounts are tied to the original entity. Banks do not automatically transfer accounts to a new legal entity, even if it is legally the "same" company by way of redomiciliation. You will need to open new accounts in the name of the new or continued entity.

The sequencing problem

The sequencing challenge is this: you need an active bank account for the old entity while the migration is in progress, because payments, client settlements, and ongoing operational cash flows don't pause during a three-month legal process. At the same time, you need to establish the new entity's banking relationship before you can fully wind down the old one.

The practical approach:

1. Open the new entity's bank accounts as early as possible in the migration process — ideally before the legal transfer is complete
2. Keep the old entity's accounts open and operational until all pending receivables have cleared and all payables have been settled
3. Notify clients and counterparties of the new payment details before the cutover date
4. Maintain the old accounts for a minimum of 90 days after the operational cutover to catch any stragglers

Some banks will expedite the opening process for a "migration" if you provide documentation showing the relationship between the old and new entity. Others treat it as an entirely new application with no credit for the prior relationship. UAE freezones in particular tend toward the latter — expect to go through full KYC again.

Banking timeline reality

Banking is typically the bottleneck that extends a migration beyond its theoretical timeline. A legal redomiciliation can complete in eight to ten weeks. Banking setup in a new jurisdiction — particularly if you are moving from a relatively frictionless banking environment into a UAE freezone or a Cypriot bank — can take six to twelve weeks on its own. Run these processes in parallel, not sequentially.

What happens to your contracts

Redomiciliation path: contracts generally follow

Under a proper redomiciliation, the migrated entity retains its legal obligations and rights under existing contracts. The company that signed the contract is the same legal person — just now resident in a different jurisdiction. In most cases, contracts do not need to be novated.

However, check for two things:

1. Governing law clauses: Some contracts specify that disputes will be resolved under the laws of a specific jurisdiction, or that the contract terminates or requires consent if the counterparty changes jurisdiction of incorporation. Review major contracts for such provisions.
2. Financial covenants: If the company has loan agreements or credit facilities, these often contain restrictions on change of domicile. Triggering a covenant without lender consent can constitute an event of default.

Close-and-reopen path: novation required

When you close the old entity and form a new one, the new entity is a stranger to all of the old entity's contracts. Contracts cannot simply be assigned — the counterparty has entered into a relationship with a specific legal person, and replacing that person requires their consent.

Novation is the formal process by which all three parties (outgoing entity, incoming entity, and the counterparty) agree to substitute the new entity for the old one. All rights and obligations transfer. The old entity is released. The counterparty must give explicit written consent — they cannot be compelled.

In practice, most commercial counterparties will cooperate with a novation request, particularly if the underlying business relationship is unchanged. The administrative burden is real, though: for a company with 30–50 active contracts, you are looking at 30–50 separate novation agreements, each requiring review and signature. Build this into your timeline and your legal budget.

One category requires particular attention: employment contracts. If the company has employees, the migration triggers employment law considerations that vary significantly by jurisdiction. In many countries, employees have rights to object to or claim redundancy upon a change in their employing entity. Take employment law advice early if employees are involved.

Common migration scenarios

Belize IBC → UAE freezone

This is one of the most frequent migrations in the current market. The driver is almost always banking access. Belize IBCs have, over the past several years, become increasingly difficult to bank — European banks in particular have reduced their exposure to Belize-registered entities, and many payment processors have quietly stopped accepting them.

A UAE freezone entity (DMCC, RAKEZ, and IFZA are the most common targets) offers substantially better banking access and greater credibility with payment processors, platforms, and counterparties. However, Belize and most UAE freezones do not have a bilateral redomiciliation framework, so this is a close-and-reopen migration. The old IBC dissolves; a new freezone company forms.

Tax considerations: if the founder has no exit tax exposure in their home country (for example, they are a UAE resident), this migration is relatively clean. If the founder is a tax resident of a country with exit tax rules, take advice before triggering the dissolution.

Timeline: formation of a new UAE freezone entity takes two to four weeks. Banking takes six to twelve weeks. Dissolution of the Belize IBC takes four to eight weeks. Run dissolution and banking in parallel, keep the old accounts open during the transition.

Offshore holding → Cyprus

Moving an offshore holding company (BVI, Seychelles, or Belize) to Cyprus is typically driven by one of two things: EU market access, or the need to demonstrate substance in a credible jurisdiction for counterparties or banking purposes.

Cyprus offers a 12.5% corporate tax rate, an extensive network of double tax treaties, participation exemption on qualifying dividend income, and EU treaty access. Crucially, BVI and Seychelles companies can redomicile directly into Cyprus under Cyprus Companies Law. This preserves legal continuity and avoids the clean-break complexity of a close-and-reopen migration.

The BVI → Cyprus redomiciliation typically takes two to four months. Costs range from $3,000 to $7,000 in professional fees, depending on the complexity of the corporate structure.

Be aware: Cyprus has substance requirements. A Cyprus holding company that lacks real economic presence — local directors, genuine decision-making occurring in Cyprus — may be vulnerable to challenges from the beneficial owner's home country tax authority on the basis that it is not genuinely resident in Cyprus. The 12.5% rate is real, but it requires real substance to be defensible.

Delaware LLC → C-Corp (for VC investment)

As noted above, this is a Delaware-internal conversion, not a cross-border migration. It is included here because founders frequently encounter it as a "move" and want to understand the implications.

The conversion is executed by filing a Certificate of Conversion and a Certificate of Incorporation with the Delaware Division of Corporations. The LLC ceases to exist; the C-Corp is formed simultaneously, with all assets, liabilities, and contracts transferred by operation of law.

From a tax perspective, under US law this is generally a non-recognition event — no gain or loss is recognised on the conversion if structured correctly. However, non-US founders should take advice from their home country tax advisor: the conversion from LLC to C-Corp may be treated differently under the tax laws of the founder's country of residence.

For VC preparation purposes, the conversion is typically straightforward. The complication arises if the LLC had elected to be taxed as a corporation, or if there are complex capital account structures that don't map cleanly to a C-Corp's share structure.

Timeline: what a managed migration actually looks like

A realistic timeline for a managed close-and-reopen migration with no major complications:

Weeks 1–2: Engage advisors in both jurisdictions; audit existing contracts, bank accounts, and assets; decide on migration path

Weeks 3–6: Form new entity in target jurisdiction; initiate bank account applications in new jurisdiction; prepare novation agreements for active contracts

Weeks 7–10: Begin counterparty notification and novation process; obtain new banking credentials; update payment details with clients and platforms

Weeks 11–16: Complete novation of all material contracts; ensure all pending receivables clear into old accounts; transfer assets at arm's length with proper documentation

Weeks 17–20: Initiate formal dissolution of old entity; maintain old bank accounts in standby mode; file final tax returns for old entity in originating jurisdiction

Weeks 21–24: Confirm dissolution complete; close old accounts; complete any required reporting in founders' home country tax jurisdiction

Regulated industries, complex IP holdings, or contentious banking situations add time at multiple points. Do not plan critical business milestones around the completion of a migration — run the business operations in parallel.

What requires a professional vs. what you can self-assess

Most founders can self-assess the strategic question: does migrating the company make sense for my situation, and which path is structurally available? This guide should give you enough to answer that.

What requires professional advice:

• Exit tax exposure in your home country: This depends on your personal tax residency, the jurisdiction's specific rules, and the nature of the assets involved. A general guide cannot substitute for country-specific tax advice.
• Transfer pricing for IP: If your company holds valuable intellectual property, an independent valuation and proper transfer pricing documentation are non-negotiable. OECD BEPS Actions 8–10 are actively enforced by major tax authorities.
• Employment law: Any migration involving employees requires advice from employment law specialists in the relevant jurisdictions.
• Substance requirements in the new jurisdiction: Moving to Cyprus, Malta, or any EU jurisdiction for tax purposes requires genuine economic substance. Confirm what is required before you commit to the structure.
• Contract review: Before starting a close-and-reopen migration, have counsel review your material contracts for change-of-control, governing law, and domicile provisions.

For the operational execution — formation paperwork, dissolution procedures, agent coordination — licensed formation agents in each jurisdiction can handle this without requiring legal counsel for every step. But the tax and structural decisions that precede the execution require qualified professionals.

Costs to expect

These are indicative ranges for professional fees, not including any tax liabilities that may arise:

Redomiciliation (for example, BVI → Cyprus)

• Agent fees (both jurisdictions): $2,000–$5,000
• Legal review of contracts and structure: $1,500–$3,000
• Filing and government fees: $500–$1,500
• Total indicative range: $4,000–$9,500

Close and reopen (for example, Belize IBC → UAE freezone)

• New entity formation: $2,000–$5,000 (varies widely by freezone)
• Belize IBC dissolution: $500–$1,500
• Contract novation (legal drafting): $1,500–$4,000 (depends on number of contracts)
• Banking setup (estimated time cost): Significant, varies by bank
• Total indicative range: $4,000–$10,500 plus ongoing annual compliance costs

Neither figure includes exit tax, transfer pricing analysis, or employment law advice, which can add substantially to the total depending on the situation.

Conclusion: a decision framework before you commit

Moving a company to a new jurisdiction is justified in specific circumstances: banking access has materially degraded, EU treaty access or holding structure benefits are operationally important, a capital raise requires a specific entity type, or the originating jurisdiction no longer serves the company's actual needs.

It is not justified as a routine optimisation exercise. The three-to-six-month timeline, the professional fees, the banking transition, and the potential exit tax exposure mean that a migration has real costs that need to be weighed against the benefit.

The first question to ask is whether redomiciliation is available from your current jurisdiction to the target. The second is what the tax picture looks like in your home country when the move happens. The third is whether your banking can be established in the new jurisdiction before the old entity winds down.

If you are at the stage of thinking seriously about this, reading about how to close a foreign company properly is useful background for the close-and-reopen path, and understanding holding company structures for founders may clarify whether migration is the right answer or whether a layered structure is a better fit for what you are trying to achieve.

Professional disclaimer

The information in this guide is for research and educational purposes. It does not constitute legal or tax advice. Corporate migration rules, exit tax regulations, and transfer pricing requirements vary significantly by jurisdiction and change frequently. Always verify current requirements with a licensed advisor — including a tax advisor in your country of personal tax residence — before initiating any company restructuring or migration.

Sources and further reading:

• OECD Transfer Pricing Guidelines — BEPS Actions 8–10
• EU Anti-Tax Avoidance Directive (ATAD) — European Commission

The information in this article is for research and educational purposes only. It does not constitute legal or tax advice. Program rules, investment thresholds, and government fees change frequently — always verify current requirements with a licensed advisor before taking action.