Re-Domiciliation of LLC/BC from Nevis to Gibraltar

The changes in the business environment that the Nevis government had to adopt after the country was blacklisted by the EU made it less comfortable for international companies to work in this jurisdiction. The best way out of the adverse conditions is to redomicile your offshore company to Gibraltar, and our specialists can help you “migrate” on the most favorable conditions.

Changes for Offshore Business in Nevis

Since the beginning of 2019, the government of Saint Kitts and Nevis has changed the working conditions for offshore companies in its territory. This step was made to fulfill the requirements of the European Union imposed after it graylisted the country.

In March 2018, Nevis was blacklisted as a state unwilling to cooperate with the EU on tax matters. In May of the same year, the jurisdiction was transferred from the black to the gray list after it adopted certain changes. Being on such lists places specific restrictions on companies incorporated in those jurisdictions. As a result, the European banks may refuse to open accounts, your business partners may be not as loyal as before, and some other issues may arise.

Significant changes are related to the fact that international companies must now have a physical presence in the jurisdiction. However, if they do not operate domestically, they are still exempt from taxation.

From now on, offshore companies in Nevis have an obligation to bear additional costs and take certain actions to ensure the “physical presence” of an offshore company in Nevis (open an office, hire local staff, store corporate documentation in the jurisdiction and maintain an agent). 

In this regard, most owners of international companies took to thinking about rationalization of their business. If you want to continue doing business in the same attractive economic conditions, think of re-domiciliation of your company to a more loyal jurisdiction.

Attractiveness of Gibraltar for Offshore Companies

Gibraltar is a respected jurisdiction in Europe with favorable tax conditions for offshore companies and developed infrastructure. The offshore company re-domiciliation to Gibraltar is the most optimal solution for fast re-registration in another jurisdiction that will not affect the company’s business activities. Today Gibraltar is one of the most attractive and convenient European offshore zones.

The international companies not controlled from Gibraltar are exempt from corporate tax, and the rest pay it at a 10% rate. No VAT is levied on Gibraltar, and customs duties are either non-existent or very modest. 

If the taxable income for the year does not exceed GBF 1,000,000, the company is not subject to a mandatory audit, and the opinion of an independent accountant will be sufficient for reporting purposes.

Trust companies in Gibraltar enjoy very loyal conditions in terms of tax exemption for non-residents, ensuring a high level of anonymity, as well as full economic and political predictability.

Re-Domiciliation from Nevis to Gibraltar

The re-domiciliation process is actually the change of the international company’s incorporation place (change of legal address) while maintaining the organizational and legal status, structure, assets and liabilities. The “migration” is a process of ceasing operations at the place of initial registration (in the territory of Nevis) and continuing operations in the territory of another jurisdiction (Gibraltar) in accordance with local laws. If you want to re-domicile your offshore company from Nevis to Gibraltar, first make a firm decision to do so and then turn to professionals.

The reasons for your offshore company re-domiciliation from Nevis to Gibraltar are obvious:

• unfavorable changes in the Nevis legislation adopted in 2019
• the desire to take advantage of the tax benefits offered to offshore companies in Gibraltar
• the jurisdiction of Nevis has only recently been removed from the blacklist and is on the gray list at present, but there is still a risk of its returning to an unfavorable zone
• maintenance costs have increased due to the need to provide a “physical presence” for the offshore companies in Nevis

Advantages of Re-domiciliation to Gibraltar

• excellent reputation and political stability of the jurisdiction
• no currency control
• exemption from taxation for non-resident companies

Difference Between Re-Domiciliation and Dissolution

• Unlike dissolution, the process of re-domiciliation does not require the transfer of rights, assets or liabilities from one legal entity to another one registered in a different jurisdiction.
• If the bank does not impose restrictions on working with companies registered in Gibraltar, you can discuss preserving the account after re-domiciliation.
• The company’s business reputation and position in the international market will not change after re-domiciliation, while dissolution will affect the same irreversibly.

Re-Domiciliation Terms

You will need to carry out several registration procedures in both jurisdictions in order to re-domicile an offshore company from Nevis to Gibraltar. An important condition is a legally established permit for the business “migration” from one territory to another. Besides, it is important to have Gibraltar’s permission to re-register the business migrating from Nevis.

Nevis legislation does not impose any restrictions on the re-registration of companies in Gibraltar. In turn, Gibraltar allows business re-registrations from a number of jurisdictions, namely:

• EEA states
• classic offshores
• British Commonwealth states
• some other countries (Liberia, Singapore, Panama, Cyprus, Switzerland, Malta, Hong Kong, USA)

Saint Kitts and Nevis is a member of the British Commonwealth. The total number of such states is 53 as of 2019. Accordingly, there are no legislative obstacles to re-domiciliation from Nevis to Gibraltar. The result of successful re-domiciliation is the company’s re-registration in Gibraltar along with the assignment of a legal address and registration number, and the termination of activities in Nevis by exclusion from the register of legal entities.

Procedure for an LLC/IBC Re-Domiciliation from Nevis to Gibraltar

Re-domiciliation involves registration activities in both jurisdictions (Nevis and Gibraltar). We should first take a look at your company’s activities to see whether re-domiciliation will have the desired effect. To do this, you have to set your goals, fill out the questionnaires provided, and collect documents. We will analyze all the information and tell you about the prospects within the shortest possible time (up to three days). If the risk assessment yields a positive result, we will conduct the entire procedure very quickly, so your business will not feel any negative effects.

Cost of Re-Domiciliation Services

We have to work with documents (Compliance) to analyze your business (this service costs from EUR 999). The valuation period (after you submit the required forms and documents and pay for the services) is 3 business days.

If we decide to proceed, you will receive a corresponding invoice in the amount of 4999 EUR to pay for the service package which will include the company migration to Gibraltar, the appointment of a corporate secretary, the change of the legal address to Gibraltar (for a year), as well as courier services. You will need to pay EUR 4,000 for the offshore company re-domiciliation from Nevis to Gibraltar (4999 EUR minus the previously paid EUR 999 for business risk assessment).

Company Re-Domiciliation Procedure

Package of Documents for Offshore Company Re-Domiciliation

1. a company questionnaire showing current business activity, annual turnover, the countries it works with, and the company structure (we will send you a form to fill in)
2. management agreement and disclaimer signed by the company’s beneficial owner
3. KYC for the director (s), shareholder (s), and beneficial owner (s) of the company:

• a certified passport copy
• confirmation of address dated within the last 3 months, for example, utility bill, lease agreement, or bank statement
• proof of origin of funds to maintain the company
• curriculum vitae (CV)
• certified documents for the company to be re-registered:
  • Certificate of Registration
  • Memorandum and Articles of Association
  • Registers
  • Resolutions

Re-Domiciliation Procedure

Processing a company’s re-domiciliation will require filling out an application form (Form 442A), which is submitted to the Companies House along with the following documents:

1. The company’s Resolution to establish this place of incorporation that contains:

• the current name and the new one (if different) for which registration as a company with a permanent seat is requested
• the jurisdiction of the company’s incorporation and the name and address of the competent authority in that country that approved the initial incorporation
• registration date
• the address of the registered office in Gibraltar (we will provide it to you)
• any amendments to the Memorandum and Articles of Association (or other document constituting or defining the company’s Articles of Association) which are to come into force upon incorporation as a company with a permanent seat (we will help you with this)

2. Certificate of company’s reputation issued by a competent authority (apostilled).
3. If the company conducts business in (or from) the jurisdiction of its incorporation which is licensed by a competent authority in that country as required by the community, the certificate of consent to re-domiciliation issued by such a competent authority.
4. Proof that the Registrar has ensured that no insolvency proceedings have been commenced against the company in the jurisdiction where it is incorporated.
5. In the case of a public company:

• the most recent prospectus or statement
• if it is a listed company, it indicates the Registrar’s approval to re-register
• certificate of current membership in the company certified in the manner required by the Registrar

Deadlines for Offshore Company Re-Domiciliation

The deadlines for offshore company re-domiciliation from Nevis to Gibraltar do not exceed 14 business days. The procedure of business “migration” will take from 5 to 10 business days from the date on which you provide the required forms and documents and make full payment for the service.

Contact our experts right now to join a better business environment to operate in!