Part XI - Transfer of Domicile from Antigua and Barbuda

81. Departure
82. Application to transfer domicile out of Antigua and Barbuda
83. Effective date of departure
84. Jurisdiction of courts after departure

PART XI – TRANSFER OF DOMICILE FROM ANTIGUA AND BARBUDA

81. Departure
A limited liability company to which this Act applies may become re-domiciled in a foreign jurisdiction upon compliance with this Act and the laws of the jurisdiction into which the limited liability company seeks to become re-domiciled.

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82. Application to transfer domicile out of Antigua and Barbuda

• (1) A limited liability company referred to in section 81 shall file with the Commission an application to transfer domicile out of Antigua and Barbuda, accompanied by the fees prescribed by regulation.
• (2) The application must set forth
  • (a) the names and addresses of the limited liability company's creditors, actual and contingent, and the total amount of its indebtedness to the creditors;
  • (b) the names and addresses of all persons or entities which have notified the limited liability company in writing of a claim in excess of one thousand dollars and the total amount of such claims;
  • (c) that the intended departure from Antigua and Barbuda and transfer of domicile to a foreign jurisdiction is unlikely to be detrimental to the rights or property interests of any creditor of or claimant against the limited liability company or any member;
  • (d) that the limited liability company at the time of application is not in breach of any obligation imposed on it by this Act or any other law of Antigua and Barbuda;
    
  • (e) that the transfer of domicile to the foreign jurisdiction is made in good faith and will not serve to hinder, delay or defraud existing creditors, members or other parties in interest;
  • (f) consent and agreement by the limited liability company that it may be served with process in Antigua and Barbuda in any proceeding arising out of acts or omissions occurring prior to its departure from Antigua and Barbuda, appointing the Commission as its agent to accept service of process and specifying the address to which a copy of process shall be forwarded by mail; and
  • (g) the effective date of the transfer of domicile out of Antigua and Barbuda.

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83. Effective date of departure

• (1) The Commission shall issue a certificate of departure to a limited liability company that applies for one if it is satisfied that
  • (a) the company has complied with this Act and other applicable laws; and
  • (b) the company has paid any fees outstanding in Antigua and Barbuda.
• (2) As of the date of the certificate, the limited liability company shall be deemed to have ceased to be a limited liability company domiciled in Antigua and Barbuda.

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84. Jurisdiction of courts after departure

• (1) Nothing in this Part shall affect the jurisdiction of any court in Antigua and Barbuda to hear and determine any proceeding commenced by or against the limited liability company arising out of acts or omissions which occurred before the limited liability company ceased to be domiciled in Antigua and Barbuda.
• (2) There shall be no equitable tolling of any statute of limitations based on the departure of a limited liability company from Antigua and Barbuda.

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