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Redomiciliation of a BVI company to the Seychelles. Procedure of jurisdiction change

Our firm offers services of redomiciling companies from the BVI to the Seychelles. This procedure means changing the country of incorporation, while keeping all existing business relations. For a company to continue in another jurisdiction, redomiciliation must be permitted by the national legislation of the country where the company is incorporated, as well as by its Memorandum and Articles of Association. By no means all countries permit redomiciliation. For example, the United Kingdom does not have such provisions in its law, thus making it impossible to transfer companies from/to this country. The major advantages, step-by-step procedure and restrictions are explained below.

For a company to redomicile to the Seychelles, the general rule is that such company must be in good standing. The company is also checked for any debts owed to the BVI authorities.

Contents

  1. Step-by-step guide to the procedure
  2. Fees*

Step-by-step guide to the procedure

1. Check the current company name with the Seychelles Registrar of Companies for availability. The name cannot coincide with the name of any existing company in the Seychelles. If there is a match, the current company name must be changed.

2. Prepare in the BVI a set of company documents required for the change of jurisdiction:

  • Shareholders Resolution to redomicile the company;
  • Letter of instruction from the ultimate beneficial owner;
  • Letters of notification to the creditors and members of the intention to redomicile the company;
  • Publication in the Gazette (local official newspaper) of notice of intent to redomicile the company;
  • Filing of a notice with the BVI Registrar that the publication has been made and all necessary notifications have been sent out;
  • Certificate of Incorporation issued in the BVI (duplicate certified by the BVI Registrar and apostilled*);
  • Memorandum and Articles of Association filed with the BVI Registrar (duplicate certified by the BVI Registrar and apostilled*);
  • Certificate of Good Standing issued in the BVI – not older than 3 months (original);
  • Certificate of Incumbency issued in the BVI – not older than 3 months (original);
  • Special Certificate to notify the BVI Registrar.

*For a company administered by GSL Law & Consulting, a copy can be certified by the registered agent.

3. Prepare a set of documents in the Seychelles:

  • Directors’ Certificate in accordance with sec. 212(2)(b) of the Companies Act (original);
  • Articles of Continuation that include amendments to the Articles of Association of the company (3 copies);
  • new Memorandum and Articles of Association prepared in accordance with Seychelles laws (3 copies).

4. File the set of documents with the Seychelles Registrar of Companies:

5. Obtain a new registration number and a Certificate of Continuation which confirm that the company has been registered in the Seychelles.

From that time the company continues as a body corporate under the laws of Seychelles.

6. In order to complete the redomiciliation (“discontinuation”), submit to the BVI Registrar of Corporate Affairs copies of documents certified by the Seychelles registered agent.

7. Obtain from the BVI Registrar of Corporate Affairs a Certificate of Discontinuance which confirms the striking off of the company from the BVI Register.

The Registrar also publishes the striking off of the company in the Gazette (local official newspaper) to notify third parties that the company has ceased to exist in the BVI.

Please note that you can terminate the redomiciliation procedure in the BVI at any time before a Certificate of Discontinuance is issued by the Registrar (on payment of additional government fee of USD 100).
The overall time to redomicile a company to the Seychelles is from 2 months on average.

Fees*

Services
Fees (USD)
Supporting the company’s redomiciliation from the BVI, including preparation of a set of documents to change the jurisdiction to the Seychelles (outgoing part)
3 800**
BVI government fees for redomiciliation (including the obtaining of a Certificate of Discontinuance in the BVI)
2 750
Apostille of a Certificate of Discontinuance in the BVI (if necessary)
565
Filing the change of the company’s status with BVI BOSS System
185
Publication in a BVI local newspaper
430
Supporting the company’s redomiciliation to the Seychelles (incoming part), not including registered office
2 750
Registered office in the Seychelles for the first year (payable annually)
1 210
Compliance fee
Payable in the cases of:
- incorporation of a company,
- renewal of a company,
- liquidation of a company,
- transfer out of a company,
- issue of a power of attorney to a new attorney,
- change of director / shareholder / beneficial owner, except the change to a nominee director / shareholder,
- signing of documents.
250 (standard rate, includes the check of 1 individual)
+ 150 for each additional individual (director, shareholder, or beneficial owner) or legal entity (director or shareholder) if such legal entity is administered by GSL
+ 200 for each additional legal entity (director or shareholder) if such legal entity is not administered by GSL
350 (rate for high-risk companies, includes the check of 1 individual)
100 (signing of documents)

*The fees are valid as at July 2024.

**The fee is indicative. The final cost of company redomiciliation to the Seychelles and preparation of the necessary set of documents will depend on the policies and requirements of the registered agent that administers the company in the country of incorporation.

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USD 9 915
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