The British Virgin Islands Financial Services Commission issued an industry circular reminding market participants that companies may only validly continue out of the Virgin Islands once the mandatory procedural and documentary requirements in section 184 of the BVI Business Companies Act have been met, and setting out an interim process for submitting statutory declarations. At least 14 days before filing the notice of intention to continue out, a company must advertise its intention in the Gazette and on its website (if any) and specify the destination jurisdiction, and notify members and creditors in writing. The Registrar has identified deficiencies including companies continuing to another jurisdiction before filing the notice of intention, registered agents stating a future continuation date after the company has already continued, and apparent non-compliance with section 184(1B)(b). Continuation transactions will only be approved if three declarations are filed: a declaration in respect of registered charges (section 184(1A)), a declaration of compliance (section 184(1B)(a) and (b)), and a declaration of compliance with the laws of the destination jurisdiction (section 184(2A)). Until the electronic system is updated to allow declarations to be attached separately, the Commission requires a written signed declaration in place of the previous checkbox declaration and expects declarations to be attached within the notice of continuation filing. Registered agents are asked to inform clients, ensure the notice of intention is filed before any continuation, attach properly completed declarations, and refile defective or rejected transactions with all required declarations.
British Virgin Islands Financial Services Commission 2025-10-09
British Virgin Islands Financial Services Commission requires advance notice steps and signed statutory declarations for continuations out of the Virgin Islands
The British Virgin Islands Financial Services Commission issued a circular reminding companies of procedural and documentary requirements under section 184 of the BVI Business Companies Act for valid continuation out of the Virgin Islands. The Commission highlighted deficiencies like premature jurisdictional continuations and non-compliance with section 184(1B)(b), outlining an interim process requiring written signed declarations. Registered agents must ensure compliance by filing the notice of intention before continuation and attaching all necessary declarations.