Wealth Management Services Ltd.- Antigua & Barbuda Managment

LLC ACT X

Part I

Part II

Part X - Transfer of Domicile to Antigua and Barbuda

73. Definitions
74. When transfer of domicile is permitted
75. Application to transfer domicile
76. Contents of application to transfer domicile
77. Execution of the application to transfer domicile
78. Certificate to transfer of domicile
79. Prior obligation and liabilities
80. Applicable law

PART X – TRANSFER OF DOMICILE TO ANTIGUA AND BARDUDA

73. Definitions
For the purposes of this Part, unless the context otherwise requires,

“articles of organisation” means the document filed in a foreign domicile that serves the same purposes as do articles of organisation in Antigua and Barbuda;
“foreign domicile” means a jurisdiction other than Antigua and Barbuda in which a limited liability company has been registered under applicable law and maintains a registered office.

74. When transfer of domicile is permitted

(1) Any foreign limited liability company may, subject to and upon compliance with this Part, transfer its domicile into Antigua and Barbuda, and may perform the acts described in this Part, so long as the law of the foreign domicile does not expressly prohibit the transfer.
(2) Nothing in this Act shall be regarded as permitting a foreign limited liability company which transfers its domicile to Antigua and Barbuda to conduct business in Antigua and Barbuda.

75. Application to transfer domicile
A foreign limited liability company may apply to transfer its domicile to Antigua and Barbuda by filing with the Commission an application to transfer domicile which shall be executed in accordance with sections 77 and filed in accordance with section 4, together with

(a) a certificate evidencing its existence issued by an authorised officer of the government of the foreign jurisdiction in which the foreign limited liability company was registered; and
(b) a certified copy of the articles of organisation and any amendments.

76. Contents of application to transfer domicile

(1) An application to transfer domicile must contain
- (a) a statement of the date on which, and the jurisdiction where, the foreign limited liability company was formed, registered, organised, created or otherwise came into legal existence;
- (b) the name of the foreign limited liability company;
- (c) the name the foreign limited liability company will be adopting upon re-domiciliation in Antigua and Barbuda;
- (d) a declaration that the transfer of domicile has been approved by all necessary action of the company;
- (e) the name and address of the limited liability company's registered agent in Antigua and Barbuda;
- (f) any other pertinent information required to be set forth in articles of organisation under Section 17; and
- (g) the amendments of its articles of organisation that are to be effective upon filing the application to transfer domicile.
(2) The limited liability company shall provide its registered agent with the information required for the purposes of ascertaining the identity of persons owning a beneficial ownership interest in it of at least 20% as provided in the Corporate Management and Trust Service Providers Act.

77. Execution of the application to transfer domicile
The application to transfer domicile shall be in English and may be signed by the registered agent of the limited liability company or any other person performing functions equivalent to those of a manager, however named or described, and who is authorised to sign the application on behalf of the limited liability company.

78. Certificate of transfer of domicile

(1) The Commission shall deliver to the limited liability company a certificate of transfer of domicile if
- (a) the application to transfer domicile and the documents referred to in sections 76 and 77 and together with the fees prescribed are filed;
- (b) the Commission finds that the documents are in proper form and satisfy the requirements of this Part; and
- (c) the name of the limited liability company meets the requirements of section 14.
(2) On the delivery of the certificate
- (a) the limited liability company shall become domiciled and registered in Antigua and Barbuda as a limited liability company of Antigua and Barbuda;
- (b) the company shall be subject to this Act; and
- (c) the company shall be deemed to have commenced its existence on the date the limited liability company was first formed, registered, organised, created or otherwise came into existence and shall be deemed to have continued its existence in Antigua and Barbuda.
(3) The limited liability company shall promptly modify or amend its operating agreement, registration, management and records to comply with the laws of Antigua and Barbuda.

79. Prior obligations and liabilities

(1) A foreign limited liability company that has been re-domiciled pursuant to this Part is for all purposes the same entity that existed before the re-domiciliation.
(2) When a re-domiciliation takes effect
- (a) all property owned by the foreign limited liability company is vested in the Antigua and Barbuda limited liability company without further act or deed, and documents evidencing ownership or title which must be filed in a jurisdiction shall be filed to give notice that the name and domicile of the owner of the property has been changed, and not to evidence or record a transfer or conveyance of title;
- (b) all debts, liabilities and other obligations of the foreign limited liability company continue as obligations of the Antigua and Barbuda limited liability company;
- (c) an action or proceeding pending by or against the foreign limited liability company may be continued as if the re-domiciliation had not occurred, except that, if appropriate in the jurisdiction in which the proceeding is pending, the style of cause of the action may be changed to reflect the re-domiciliation;
- (d) except as prohibited by other laws, all the rights, privileges, immunities, powers and purposes of the foreign limited liability company are vested in the Antigua and Barbuda limited liability company; and
- (e) all of the members of the re-domiciliating foreign limited liability company continue as members of the Antigua and Barbuda limited liability company.
(3) The transfer of domicile of a foreign limited liability company to Antigua and Barbuda shall not be deemed to affect any obligations or liabilities of the foreign limited liability company incurred prior to the transfer.

80. Applicable law
The filing of an application to transfer domicile shall not affect the choice of law applicable to obligations and rights of the limited liability company prior to its re-domiciliation, except that from the date of issuance of a certificate of transfer by the Commission, the laws of Antigua and Barbuda, shall apply to the limited liability company to the same extent as if the limited liability company had been originally organised as a limited liability company of Antigua and Barbuda.

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