Аналитика и мероприятия UPPERCASE

The Re-domiciliation from Cyprus to AIFC (Kazakhstan)

The AIFC today represents one of the flagships of the Central Asian region and is actively promoted in the international arena as one of the main investment platforms of the country.
Since the AIFC contributes to the development of not only local, but also international business, in particular it provides flexibility for re-domiciliation, the world's largest financial institutions are actively opening their representative offices on the basis of the AIFC. Since the creation of the financial hub about two thousand new companies have been registered, which is due to the attractiveness of the jurisdiction and tax preferences.

The re-domiciliation of a company is a process by which a company re-registers and transfers its legal address from one jurisdiction to another while preserving its legal identity, in particular its organizational and legal form, assets, business contracts, rights, obligations and bank accounts. This process is very common due to the fact that non-resident companies, being interested in the most favorable financial conditions, tend to register in a jurisdiction with less stringent requirements or better taxation. The re-domiciliation is possible only when it is permitted from the point of view of the corporate legislation of both the "donor country" and the "recipient country", or in our case, the AIFC.

The Re-domiciliation has a number of advantages:

  • No need to dissolve the company;
  • Preservation of the company's assets, liabilities, cash, capital and concluded contracts;
  • Tight deadlines (as opposed to liquidation and subsequent establishment of a new company);
  • Retaining the license to engage in financial activities or provide additional services;
  • Obtaining the status of a participant of the AIFC and a resident of the Republic of Kazakhstan with the possibility of using the privileges of the AIFC;
  • No need for capital repatriation and subsequent capitalization;
  • Access to cheap capital through the use of the AIFC Exchange and company executives on the territory of the AIFC.

Documents establishing the procedure of re-domiciliation to the territory of the AIFC:

  • Part 13 "Transfer of incorporation" AIFC Companies Regulations
  • Part 5 "Transfer of incorporation" AIFC Companies Rules

The process of re-domiciliation from Cyprus to the AIFC:

1. Preparation of conclusions issued by Cyprus qualified law firms and confirming the legality of the implementation of re-domiciliation in the jurisdiction of the "donor country". These certificates must be in the form appropriate for the Astana Financial Services Authority.

2. Checking the company's solvency, the absence of bankruptcy and liquidation procedures, as well as assessing the possible consequences of re-domiciliation. It is necessary to provide a statement of the directors on the solvency of the company, as well as copies of the latest accounts.

3. Determination of the registered address of the company within the territory of the AIFC.

4. The elaboration of the draft of the charter in accordance with the requirements of the AIFC acts, as well as providing information about the beneficial owners of the company.

5. Submission of project applications and a package of documents for approval to the Astana Financial Services Authority.

In accordance with Part 5 "Re-domiciliation" of the AIFC Rules on Companies (Part 5 "Transfer of incorporation" AIFC Companies Rules), when applying to the AIFC, a foreign company must provide the following documents:
  • a copy of the current Certificate of Incorporation or registration of the Foreign Company in the jurisdiction in which it is registered;
  • a certified copy by the secretary or director of the Foreign Company's current Articles Of Association;
  • adequate and satisfactory evidence of the Registrar that the Foreign Company is authorized by the laws of the relevant jurisdiction to continue in business under the laws of the other jurisdiction and that it has complied with all relevant requirements in accordance with the legislation of both the "donor country" and the "recipient country";
  • proper and satisfactory evidence for the Registrar that all necessary consents in the relevant jurisdiction have been obtained and validated by the appropriate authorities;
  • a copy of the Foreign Company's most recent tax returns;
  • a copy of the Foreign Company's financial soundness certificate or a document of equivalent validity issued by an authorized body;
  • a statement by the Director of the applicant Company that the foreign Company is in positive financial standing has no litigation, is in liquidation or bankruptcy.
It is important to note that the AIFC has the right to request any documents and information that it deems necessary to make a decision on re-domiciliation.
6. Obtaining initial comments from the Astana Financial Services Authority and working with them.

7. Preparation and submission of the final package of documents.

8. Obtaining preliminary approval for the continuation of activities in the AIFC.

9. Approval of the date of termination of the company's existence in the Cyprus jurisdiction and the date of continuation of activities in the AIFC.

10. Cancellation of the Certificate of Registration of the original jurisdiction and obtaining a Certificate of continued activity in the AIFC.
This procedure does not provide for exact deadlines and on average takes from 3-6 months.

Examples of re-domiciliation

  • Kazakh Investment Abroad Ltd
  • Polymetal International plc

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