Why a parent moves
A group moves its parent company for practical reasons: a licensing round that is easier to run from the new jurisdiction, investors who will only hold shares in a corporate form they recognise, or a regulator whose expectations the group would rather meet in one place. The migration itself is a sequence of corporate and regulatory steps in two or more countries at once, and if the order is wrong the operating subsidiaries feel it, usually as a frozen bank account, a suspended licence or a letter from their regulator asking who now owns them.
The corporate steps
The corporate steps come first. The members of the existing parent approve the move in the form its own company law requires, which for a French société par actions simplifiée is a decision of the shareholders under its statuts and for an English company is a resolution under the Companies Act 2006. The new parent is incorporated and capitalised, the investors' instruments are re-issued or novated at the new parent, and the shares in each operating subsidiary are transferred to it. Where the group is pooled under a share-for-share exchange, the tax treatment of the exchange in each country is settled before the resolutions are signed, because a transfer that is neutral in one jurisdiction may be a disposal in another.
For a Ugandan subsidiary the transfer of its shares is a change of control that engages several regimes at once. The transfer is registered under the Companies Act, Cap. 106 and the subsidiary's register of beneficial owners is updated under the Companies (Beneficial Owners) Regulations, 2023, without which the Uganda Registration Services Bureau will not accept the filing. Where the subsidiary is licensed under the National Payment Systems Act, Cap. 59, the change in its ownership is a matter for Bank of Uganda under the licence conditions and section 10 of that Act, and where it is a financial institution the Financial Institutions Act requires Bank of Uganda's prior approval of the acquisition of a controlling interest. The regulator will take the time its process requires regardless of the completion date the board in Paris or London has set, and the migration is sequenced around that approval.
Licences
Licences are where most migrations go wrong. Each licence in the group falls into one of three classes. Some attach to the operating subsidiary and are unaffected by the change above it, subject to the notification or approval described above. Some are personal to the old parent, such as a money services business registration or an electronic money institution authorisation held at the parent level, and must be applied for afresh by the new one, with the old authorisation surrendered only when the new one is in force. And a passporting right that existed because the old parent sat in a member state of the European Economic Area does not exist in the United Kingdom at all, so that a group leaving the Area for London loses the right to serve the European markets from its parent and must either keep a licensed entity inside the Area or apply in each market it serves.
Before the first resolution is signed, the firm maps every licence in the group to one of those three classes, identifies the approvals that take longest and sequences the transfers around them. The data protection position is mapped at the same time, since a transfer of the customer database to a new parent is a cross-border transfer under section 19 of the Data Protection and Privacy Act, Cap. 97 and under the equivalent provisions of each other market, and the transfer agreements are signed before the data moves.
The firm's experience
The migration the firm completed for a payments group from France to the United Kingdom is the model for this work. The firm advises on group structuring and corporate migration across jurisdictions, on the holding companies in Delaware, the United Kingdom and elsewhere that founders and investors ask for, and on the Ugandan and East African approvals that a change of control above a licensed subsidiary requires.