Re-domiciliation of a BVI company to the Seychelles.
Re-domiciling a company from the BVI to the Seychelles. This procedure means changing the country of incorporation, while keeping all existing business relations. For a company to continue in another jurisdiction, re-domiciliation 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.
For a company to redomicile to the Seychelles the company must be in Good Standing.
- Check the Company Name with the Seychelles Registrar of Companies for availability. The name cannot coincide with the name of any existing company in the Seychelles. If there is a match, the current company name must be changed.
- 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 BVI Gazette 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
- Memorandum and Articles of Association filed with the BVI Registrar
- Certificate of Good Standing issued in the BVI
- Certificate of Incumbency issued in the BVI
- Special Certificate to notify the BVI Registrar.
- Prepare a set of documents in the Seychelles:
- Directors’ Certificate in accordance with sec. 212(2)(b) of the Companies Act
- Articles of Continuation that include amendments to the Articles of Association of the company
- new Memorandum and Articles of Association prepared in accordance with Seychelles laws
- File the set of documents with the Seychelles Registrar of Companies:
- Obtain a new registration number and a Certificate of Continuation which confirm that the company has been registered in the Seychelles.
From that time the company continues as a body corporate under the laws of Seychelles. - In order to complete the re-domiciliation (“discontinuation”), submit to the BVI Registrar of Corporate Affairs copies of documents certified by the Seychelles registered agent.
- Obtain from the BVI Registrar of Corporate Affairs a Certificate of Discontinuance which confirms the striking off of the company from the BVI Register.
The Registrar also publishes the striking off of the company in the BVI Gazette to notify third parties that the company has ceased to exist in the BVI.
| Service | Fees |
|---|---|
| Supporting the company’s re-domiciliation from the BVI, including preparation of a set of documents to change the jurisdiction to the Seychelles (outgoing part) | 4 180 |
| BVI government fees for re-domiciliation (including the obtaining of a Certificate of Discontinuance in the BVI) | 3 025 |
| Apostille of a Certificate of Discontinuance in the BVI (if necessary) | 650 |
| Filing the change of the company’s status with BVI BOSS System | 650 |
| Publication in a BVI local newspaper | 650 |
| Supporting the company’s re-domiciliation to the Seychelles (incoming part), not including registered office | 650 |
| Registered office in the Seychelles for the first year (payable annually) | 650 |
| 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 | 275 (standard rate, includes the check of 1 individual) + 165 for each additional individual (director, shareholder, or beneficial owner) or legal entity (director or shareholder) if such legal entity is administered by GSL + 220 for each additional legal entity (director or shareholder) if such legal entity is not administered by GSL 385 (rate for high-risk companies, includes the check of 1 individual) 110 (signing of documents) |
**The fee is indicative. The final cost of company re-domiciliation to the Seychelles 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.
| Jurisdiction | Inward re-domiciliation | Outward re-domiciliation |
|---|---|---|
| Hong Kong | Yes | No |
| Anguilla | Yes | Yes |
| Bahamas | Yes | Yes |
| Bermuda | Yes | Yes |
| Belize | Yes | Yes |
| British Virgin Islands | Yes | Yes |
| Canada | Yes | Yes |
| Cayman Islands | Yes | Yes |
| Cyprus | Yes | Yes |
| Delaware, the United States of America | Yes | Yes |
| Gibraltar | Yes | Yes |
| Isle of Man | Yes | Yes |
| Jersey | Yes | Yes |
| Labuan | Yes | Yes |
| Liechtenstein | Yes | Yes |
| Luxembourg | Yes | Yes |
| Malta | Yes | Yes |
| Marshall Islands | Yes | Yes |
| Mauritius | Yes | Yes |
| Nevis | Yes | Yes |
| New Zealand | Yes | Yes |
| Samoa | Yes | Yes |
| Seychelles | Yes | Yes |
| Singapore | Yes | No |
| St Kitts and Nevis | Yes | Not provided under the Companies Act |
| Switzerland | Yes | Yes |
| United Arab Emirates | Yes | Yes |
| United Kingdom | Pending | Pending |
| Vanuatu | Yes | Yes |