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Continuation of a British Virgin Islands (BVI) company in Ras Al Khaimah, UAE. Procedure of jurisdiction change

Redomiciliation (continuation) of a company means changing its country of incorporation, while keeping all existing business relations. For a company to continue in another jurisdiction, redomiciliation must be allowed by the national legislation of the country where the company is incorporated and 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.

For a company to continue in another jurisdiction, 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.

Step-by-step guide to continuation of a BVI company in Ras Al Khaimah (as offshore company)

1. Check the current company name with the Ras Al Khaimah (RAK) Registrar of Companies for availability. The name cannot coincide with the name of any existing company. 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 (notarized duplicate[1]);
  • Memorandum and Articles of Association filed with the BVI Registrar (notarized duplicate[2]);
  • 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.

3. Prepare a set of documents in the UAE:

  • Solvency Statement by the company’s shareholders;
  • Shareholders Resolution appointing the company’s secretary and director;
  • Director’s Letter of Consent to his appointment;
  • Notarized signature card[3];
  • New Memorandum and Articles of Association drafted under the laws of the Ras Al Khaimah Emirate (3 copies).

4. File the set of documents with the Ras Al Khaimah Registrar of Companies.

5. Obtain a new registration number and a Certificate of Continuation that confirm the incorporation of the company in Ras Al Khaimah.

From this time, the company continues its existence under the laws of the Ras Al Khaimah Emirate, UAE.

6. To complete the redomiciliation (“discontinuation”), submit to the BVI Registrar copies of documents certified by the UAE registered agent.

7. Obtain from the BVI Registrar a Certificate of Discontinuance that 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.

The overall time to redomicile a company to Ras Al Khaimah, UAE, is 2 months on average.

Fees[4]

Services
Fees (USD)
Supporting the company’s redomiciliation from the BVI, including preparation of a set of documents to change the jurisdiction to Ras Al Khaimah, UAE (outgoing part)
3 700[5]
BVI government fees for redomiciliation (including the obtaining of a Certificate of Discontinuance in the BVI)
2 750
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 UAE as Ras Al Khaimah offshore company (incoming part), not including the registered office
3 100
Registered office for the company in Ras Al Khaimah, UAE, for the first year (payable annually)
3 200
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.
350 (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
450 (rate for high-risk companies, includes the check of 1 individual)
100 (signing of documents)
Keeping company’s accounting records
Maintaining a systematic archive of company documents and providing them to the client upon request
200 / hour
Preparing financial statements (if necessary)
400 / hour[6]

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

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

[3] NOT included in the cost of company redomiciliation.

[4] The fees are valid as at July 2024.

[5] The fees are indicative. The final cost of company redomiciliation to Ras Al Khaimah, UAE, and preparation of the necessary set of documents depend on the policies and requirements of the registered agent that administers the company in the country of incorporation.

[6] The fees for preparing financial statements and conducting an audit are charged based on the time spent at hourly rates ranging from USD 100 to 400, depending on the type of work and qualification of a specialist involved, but not less than USD 2 200 – fees for audited financial statements with a minimum number of transactions.

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