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Redomiciliation of a Seychelles company to the BVI. 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 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).
To redomicile an overseas company to the BVI, it is necessary to provide:
- Resolution to redomicile;
- Certificate of Good Standing, apostilled;
- Opinion confirming the status of the company (that the company is not in liquidation or in bankruptcy proceedings, that the law and the Articles of Association allow its redomiciliation);
- Memorandum & Articles of Association, apostilled,
- Certificate of Incorporation, apostilled.

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 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).

To redomicile an overseas company to the BVI, it is necessary to provide:

  • Resolution to redomicile;
  • Certificate of Good Standing, apostilled;
  • Opinion confirming the status of the company (that the company is not in liquidation or in bankruptcy proceedings, that the law and the Articles of Association allow its redomiciliation);
  • Memorandum & Articles of Association, apostilled;
  • Certificate of Incorporation, apostilled.

Step-by-step guide to the redomiciliation of a Seychelles company to the BVI

1. Check the current company name with the BVI Registrar of Corporate Affairs for availability

The name cannot coincide with the name of any existing company in the BVI. If there is a match, the current company name must be changed.

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

3. Prepare a set of company documents in the BVI

4. In order to complete the redomiciliation (“discontinuation”), it is necessary to file with the Seychelles Registrar

  • Notice and Certificate of Directors and
  • certified copy of the Certificate of Continuation (can be certified by a Seychelles notary).

5. Obtain from the Seychelles Registrar a Certificate of Discontinuance

Obtain from the Seychelles Registrar a Certificate of Discontinuance, which confirms the name of the company was struck off the Seychelles register so that the company can continue in another register outside Seychelles.

6. Upon redomiciliation, a Certificate of Continuation will be issued in the BVI

From then on, the company is deemed to continue as a company re-registered in the BVI.

The overall time for redomiciling a company to the BVI is from two months on average.

Fees[1]

Services
Fees (USD)
Supporting the company’s redomiciliation from Seychelles, including the preparation of a set of documents to change the jurisdiction to the BVI (outgoing part)
3 950[2]
Supporting the company’s redomiciliation to the BVI (incoming part), not including registered office
4 950
Registered office in the BVI for the first year
1 795
Filing the re-registration of the company with BOSS System
185
Company’s ESA qualification (annually), including:
- preparing and analysing the Questionnaire;
- drafting a Director’s Resolution in the appropriate form depending on the company’s category;
- BVI registered agent processing and keeping files as required by the ESA.
245
Filing the company’s ESA status at the end of the financial year via BOSS system (annually)
185
Legal Assessment of a BVI company
(optional, except where a company has a nominee director)
545
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)

[1] The fees are valid at the date of September 2024.

[2] The fee is indicative. The final cost of redomiciliation of the company to the BVI 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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