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A company or corporate migration, also known as company redomiciliation or company continuance, refers to the process by which a company transfers its place of incorporation and legal registration from one jurisdiction to another. So just as individuals may change their nationality Jersey companies may do so too.

Companies incorporated in the UK do not have this option, which adds a whole new dimension to the uses to be made of companies incorporated in Jersey, or in those places which allow their companies to migrate to the island.

Under this procedure the company retains its corporate identity and history, title to its assets, responsibility for its liabilities, and its contractual arrangements in general, while operating for the future under the legal and regulatory framework of its new home jurisdiction. 

The reasons companies consider migration include seeking out more appropriate tax regimes, more highly respected regulatory environments, political stability, better time zones for its administration and access to new markets or financial opportunities.
Below are some of the most common FAQs relating to company inbound and outbound migrations.

Can a company incorporated in another country move its place of incorporation and registration to Jersey?

Yes, a company registered in a foreign jurisdiction can migrate to Jersey if the laws of its country of origin so allow. When the migration becomes effective, the company becomes a Jersey company but retains all its property and remains subject to all its previous liabilities, including ongoing legal proceedings.

What steps must be taken for a foreign company to migrate to Jersey?

The company needs to:

• Adopt articles of association that comply with Jersey law.
• Have each director sign a statement of solvency.
• File in Jersey particulars of its shareholders, directors, nominated  person and secretary.
• Provide confirmation from legal counsel in its home jurisdiction that the migration is allowed.
• Provide evidence its creditors will not be unfairly prejudiced by its move.
• Supply such further information as may be required by the Registrar of Companies in Jersey.

Are there any specific regulations a migrating company needs to consider in Jersey?

All companies doing business and employing people in Jersey, whether incorporated here or migrating here, must comply with the Control of Housing and Work (Jersey) Law 2012. If the company is involved in financial services or collective investments, it will also need to comply with the Financial Services (Jersey) Law 1998 or the Collective Investment Funds (Jersey) Law 1988. 

Can a Jersey company move its registration to another country?

Absolutely. A Jersey company can migrate to any reputable foreign jurisdiction whose laws allow company migrations and continue as a company incorporated in that jurisdiction. 

What are the key steps for a Jersey company to migrate out?

The company must:

• Secure the approval of its shareholders by special resolution.
• Hold a board meeting at which its directors will resolve to approve the migration and all steps arising from it.
• Publish a notice of its departure to its creditors in the Jersey Gazette and also inform them individually of its intentions, giving them a chance to object.
• Apply to the Registrar of Companies in Jersey, submitting a portfolio of confirmations and statements, evidence of compliance with creditor notification requirements, and its latest financial statements.

What happens after the Jersey company's migration application is approved?

The company must work with its advisers in the foreign jurisdiction to ensure all formalities there are addressed. Once the Jersey application is processed and a certificate of incorporation from the foreign jurisdiction is received here, the Registrar of Companies in Jersey will issue a formal certificate of continuance out. The company will cease to be incorporated under Jersey law from the date of its continuance into its new home jurisdiction.

Viberts has acted for numerous companies moving to and from Jersey from various jurisdictions in Europe, the Caribbean and elsewhere. Our team would be happy to advise anyone considering such an initiative.