What Is Redomiciliation?

Redomiciliation — also called a corporate migration or cross-border conversion — is the process of transferring an existing company's registered seat from one jurisdiction to another while preserving its legal identity, history and contractual relationships. In simple terms: your company moves, but doesn't die and get reborn.

For companies looking to access the IBCM's 5% corporate tax regime without liquidating and restarting from scratch, redomiciliation to Madeira is often the most efficient path.

Why Move an Existing Company to Madeira?

There are several scenarios where redomiciliation makes strategic sense:

  • Your company is currently registered in a jurisdiction that has lost its tax advantages (e.g., post-Brexit changes for UK structures, or tightening rules in Cyprus, Malta or classic offshore centres)
  • You want to access Portugal's double taxation treaty network (79 treaties) and EU market access
  • You need a credible, EU-compliant holding structure that will withstand regulatory scrutiny
  • You want to combine the IBCM corporate tax benefits with Portuguese residency (NHR status) for founders or directors

Which Jurisdictions Can Redomiciliate to Madeira?

Madeira's redomiciliation rules follow Portuguese company law and EU regulations. Generally, redomiciliation is straightforward from:

  • Other EU/EEA member states — via the SE (Societas Europaea) route or the EU Cross-Border Conversion Directive (2019/2121)
  • Common law jurisdictions (BVI, Cayman, Malta, Cyprus) — possible but requires careful structuring
  • Post-Brexit UK companies — feasible, requires legal transformation

The specific route depends on the origin jurisdiction and the company's legal form. Our team assesses each case individually.

Step-by-Step: The Redomiciliation Process

  1. Preliminary analysis — We review the existing structure, identify tax and legal implications, and confirm eligibility for the IBCM regime.
  2. Board resolution — The company's directors pass a resolution to migrate the registered office to Madeira.
  3. IBCM licence application — Submitted to the IBCM authorities with supporting business plan and documentation.
  4. Portuguese notarisation — The new articles of association are drafted and notarised in Madeira.
  5. Commercial registration — The company is entered in the Portuguese Commercial Registry.
  6. Tax registration & NIF — The company obtains a Portuguese tax identification number.
  7. Deregistration in origin jurisdiction — The company is formally struck off its original register (if required).

The full process typically takes 6–12 weeks, depending on origin jurisdiction complexity and responsiveness of authorities.

What Happens to Existing Contracts and Assets?

One of the key advantages of redomiciliation over winding up and reincorporating is continuity. Existing contracts, bank accounts, intellectual property registrations and business relationships remain in place. There is no need to novate contracts or re-register assets, which can be a significant operational saving for established businesses.

However, some jurisdictions — particularly those outside the EU — may treat the migration as a deemed disposal for tax purposes, triggering exit taxes. This must be assessed carefully before initiating the process.

Combining Redomiciliation With NHR Status

A redomiciliation to Madeira is frequently combined with the founder or key directors relocating to Portugal under the Non-Habitual Resident (NHR) tax status. This creates a highly efficient combined structure:

  • Company pays 5% on international profits (IBCM)
  • Dividends flow to the founder tax-free (0% withholding)
  • The founder in Portugal may qualify for flat 20% income tax on Portuguese-source income under NHR, or exemptions on foreign-source income

How Madeira Lab Can Help

We have managed redomiciliation projects from the BVI, Cyprus, Malta, UAE and several EU jurisdictions. Our team coordinates the full process: legal analysis, IBCM licensing, notarial procedures, commercial registration, and post-migration accounting and compliance setup.

Contact us to discuss your specific situation and receive a tailored redomiciliation roadmap.

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