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

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.

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.

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.

[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 March 2023.

[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.