Understanding Continuations Out of the Virgin Islands: A Guide for CCPBVI Clients

The British Virgin Islands (BVI) continues to be a leading jurisdiction for corporate structuring, offering flexibility, regulatory certainty, and international recognition. As part of ongoing regulatory updates, the BVI Financial Services Commission (FSC) issued Industry Circular 36 of 2025 regarding the continuation of companies out of the Virgin Islands (i.e., discontinuations). For businesses and investors navigating corporate relocations, understanding these requirements is crucial.

At CCPBVI, we guide clients through such regulatory obligations to ensure seamless corporate transitions while remaining fully compliant with BVI law.

Key Regulatory Requirements

Under Section 184 of the BVI Business Companies Act, companies wishing to continue their registration in another jurisdiction must comply with updated procedural and documentary requirements introduced on 1 January 2024.

1. Notice and Advertisement Requirements

Before filing a notice of intention to continue out of the BVI, companies must:

• Advertise the intention in the BVI Gazette and on the company’s website (if any), specifying the destination jurisdiction.
• Notify members and creditors in writing about the proposed continuation.

Additionally, the company must file with the Registrar:

• A notice of intention to continue under the laws of the new jurisdiction.
• A declaration of compliance as specified in Section 184(1B)(b) of the Act.

2. Common Compliance Issues

The FSC has observed several errors in continuation filings:

• Companies continuing to another jurisdiction before filing the notice of intention, resulting in non-compliance.
• Registered agents providing incorrect future continuation dates when the company has already continued, creating false records.
• Incomplete or missing statutory declarations under Section 184(1B)(b).

3. Interim Declaration Filing Process

To strengthen compliance verification, a written signed declaration is now required, replacing the previous electronic checkbox. Until system updates allow separate attachments, all declarations must be attached to the notice of continuation filing.

4. Statutory Declarations

Continuations will only be approved if the following declarations are properly completed and filed:

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

All declaration forms are accessible via the BVI FSC website.

5. Action Steps for Registered Agents and Companies

To ensure compliance, registered agents should:

• Inform clients of continuation requirements promptly.
• File the notice of intention before proceeding with the continuation.
• Properly complete, sign, and attach all three statutory declarations.
• Refile any defective or rejected transactions.
• Ensure all future filings meet Section 184 requirements.

For queries, the FSC can be contacted at support@bvifsc.vg with a copy to cregistrars@bvifsc.vg.

CCPBVI’s Role

At CCPBVI, we help clients navigate these updates with confidence:

• Proactive compliance review of continuation filings.
• Assistance with statutory declarations and document submissions.
• Guidance on timely notifications to members, creditors, and the Registrar.

By partnering with CCPBVI, companies can mitigate regulatory risks and ensure a smooth transition when continuing their operations outside the Virgin Islands.