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Continuation of a foreign jurisdiction company to the British Virgin Islands

29 August 2023

A foreign company may continue as a company incorporated under the BVI Business Companies Act 2004 as amended (the "Act") if the laws of the jurisdiction in which it is registered permit it to continue in another jurisdiction, including the Virgin Islands. If the laws of a foreign jurisdiction permit the continuation, the company is entitled to continue to the BVI.

However, a foreign company may not continue as a company incorporated in the BVI if:

  • it is in liquidation, or subject to equivalent insolvency proceedings, in another jurisdiction;
  • a receiver or manager has been appointed in relation to any of its assets;
  • it has entered into an arrangement with its creditors, that has not been concluded; or
  • an application made to a Court in another jurisdiction for the liquidation of the company or for the company to be subject to equivalent insolvency proceedings has not been determined.

Confirmation that the foreign company is not disqualified from continuing as a company under the Act, on the grounds of the foregoing, will need to be provided to the Registrar of Corporate Affairs in the BVI ("Registrar") by a legal opinion from foreign jurisdiction counsel. This is a crucial part of the process and we are happy to assist in the preparation of the opinion required from foreign counsel.

An application by a foreign company to continue in the BVI is made by filing with the Registrar:

  • a certified copy of its certificate of incorporation, or such other document as evidences its incorporation, registration or formation;
  • a set of BVI law compliant memorandum and articles of association;
  • evidence satisfactory to the Registrar that the application to continue and the proposed memorandum and articles of association have been approved:
  • by a majority of the directors or the other persons who are charged with exercising the powers of the company, or
  • in such other manner as may be established by the company for exercising the powers of the company; and
  • the foreign jurisdiction legal opinion referred to above.

On receipt of the above documents, if satisfied that the requirements of continuation have been complied with, the Registrar shall:

  • register the documents;
  • allot a unique number to the company; and
  • issue a certificate of continuation to the company.

A certificate of continuation issued by the Registrar is conclusive evidence that:

  • all the requirements of continuation have been complied with; and
  • the company is continued as a company incorporated in the BVI under the name designated in its memorandum on the date specified in the certificate.

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