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Company redomiciliation from the BVI 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. The Seychelles International Business Companies Act provides for two types of redomiciliation procedures: General procedure and Provisional registration.
The major advantages, step-by-step procedure and restrictions are explained below.

By no means all countries permit redomiciliation. For example, the UK and Hong Kong do not have such provisions in their laws, thus making it impossible to transfer companies from/to these countries. The Seychelles International Business Companies Act provides for two types of redomiciliation procedures: General procedure and Provisional registration. The major advantages, step-by-step procedure and restrictions are explained below.

For an overseas company to redomicile to the Seychelles under the General procedure, such company must first of all be in good standing and have no outstanding fees owed to the state authorities in the country of incorporation.

Provisional registration enables to transfer the company not upon submission of the documents to the Registrar, but a little later, within 1 year of submission of the main set of documents.

The procedure in this case is similar to the general procedure, but in addition to the main set of documents (Articles of Continuation, copies of the M&AA, Resolution of Directors, apostilled Certificate of Good Standing), a company submits to the Registrar a written authorization designating one or more persons who may give notice to the Registrar that an overseas company’s redomiciliation has commenced. Thus, it is possible to initiate the entire transfer of a company to the Seychelles after some time at the discretion of the company’s owner(s).

However, if within 1 year of submission of the main set of documents, no notice is given to the Registrar by an authorized person, all the submitted documents will be cancelled. Consequently, any information about an overseas company that is “going to" transfer to the Seychelles cannot be transferred to third parties until a notice is received from an authorized person requesting to initiate the process.

Also, before the registration of an already submitted set of documents pending notice from an authorized person, an overseas company can cancel the redomiciliation procedure altogether. To do that, a previously authorized person must submit to the Registrar a notice of rescission of the company’s transfer to the Seychelles.

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.

3. Prepare a set of documents in the Seychelles:

  • Articles of Continuation and
  • Resolution in English or in French (if an overseas company has more than 2 directors, documents are adopted by a simple majority) and others.

Articles of Continuation shall include all amendments to be made to the M&AA of the company after completion of the company transfer (issue of Certificate of Continuation).

If the documents are made in any language other than English or French, they must be accompanied by an English or French translation certified by the registered agent of an overseas company (for additional fee).

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

  • Articles of Continuation together with the current M&AA of an overseas company (with translation certified by the registered agent, if necessary);
  • Resolution and apostilled Certificate of Good Standing, etc..

5. Obtain from the Seychelles Registrar of Companies a Certificate of Continuation which confirms that the company has been registered in the Seychelles under the International Business Companies Act. From that time the company continues as a body corporate under the laws of Seychelles. Upon issue of a Certificate of Continuation the company adopts the news M&AA as initially amended by the Articles of Continuation.

6. In order to complete the redomiciliation (“discontinuation”), submit to the BVI Registrar of Corporate Affairs copies of documents certified by the 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, so that the company can continue in another 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 Register.

The overall time to redomicile a company to the Seychelles is from two 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)
3 950**
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
950
TOTAL:
7 650

*The fees are valid as of the date of sending of this offer.

**The fee is indicative. The final fees for redomiciliation of the company 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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7650 USD
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