Industry Circular 36 of 2025 - Continuations Out of the VI (Discontinuations)

CONTINUATIONS OUT OF THE VI (DISCONUATIONS)

The BVI Financial Services Commission (the Commission) is reminding industry participants of provisions regarding the continuation of companies out of the Virgin Islands (i.e., discontinuations).

The provisions, which came into force on 1 January 2024, introduced specific procedural and documentary requirements under Section 184 of the BVI Business Companies Act (the Act). Compliance with these requirements is mandatory before a company may validly continue to another jurisdiction.

1. Notice and Advertisement Requirements

A company must, at least 14 days prior to filing the notice of intention to continue out of the Virgin Islands required under section 184(1B)(b) of the Act:

1. Advertise a notice of its intention to continue outside the Virgin Islands in the gazette and on its website (if any) and specify the jurisdiction to which it intends to continue; and
2. notify the members and creditors of the company in writing of its intention to continue to another jurisdiction.

Additionally, prior to continuing, the company must file with the Registrar:

• A notice of intention to continue under the laws of another jurisdiction; and
• A declaration as specified in section 184(1B)(b) of the Act.

2. Compliance Issues Identified by the Registrar

The Registrar has noted several deficiencies in continuation filings, including:

• Companies being continued to another jurisdiction before filing the notice of intention to continue.
• Registered agents stating a future continuation date when the company has already continued, resulting in false or misleading information.
• Apparent non-compliance with the requirements under section 184(1B)(b).

3. Interim Declaration Filing Process

Before the Registrar can be satisfied, that the mandatory requirements under the Act have been complied with, a written signed declaration is now required in place of the previous checkbox declaration within the electronic application.

Until the system is updated to allow the declarations to be attached separately, all declarations must be attached within the notice of continuation filing, which provides for attachments.

4. Statutory Declarations Required:

Continuation transactions will only be approved if the following declarations are filed with the Registrar:

Section 184(1A): Declaration 1 - Declaration in Respect of Registered Charges
Section 184(1B): Declaration 2 - Declaration of Compliance [s. 184(1B)(a) & (b)]
Section 184(2A) Declaration 3 – Declaration of Compliance with laws of jurisdiction outside the VI

All relevant declaration forms can be accessed via the Commission’s official website, here

5. Action Required

Registered agents are requested to:

• Inform clients of these requirements immediately.
• Ensure that the notice of intention to continue is filed before continuation to another jurisdiction.
• Properly complete, sign, and attach all three statutory declarations to the relevant filings.
• Refile defective or rejected transactions and attach all statutory declarations
• Ensure that future filings comply with all requirements of section 184 of the BVIBC Act.

Queries:

 Any questions or concerns regarding this Circular should be directed to [email protected] with copy to [email protected].