BVI Reminder on Continuations Out of the Virgin Islands

Industry Circular 36 of 2025 – Updated Requirements for Discontinuations
9 October 2025

The British Virgin Islands Financial Services Commission (FSC) has issued a reminder to all industry participants on the procedural and documentary requirements governing the continuation of BVI companies to other jurisdictions (discontinuations).

Although these requirements came into force on 1 January 2024, the FSC has observed a number of compliance issues and has re-emphasised the correct procedures under Section 184 of the BVI Business Companies Act (the Act). Companies seeking to continue out of the BVI must strictly adhere to these rules to ensure a valid discontinuation.

Key Requirements Before Continuation

1. Advance Notice and Advertisement
• At least 14 days prior to filing the notice of intention to continue, a company must:
• Publish an advertisement of its intention in the BVI Gazette and on its website (if applicable), specifying the destination jurisdiction; and
• Notify all members and creditors of its intention in writing.
• The company must then file with the Registrar:
• A notice of intention to continue under the laws of another jurisdiction; and
• A declaration as required under section 184(1B)(b) of the Act.
2. Common Compliance Issues
   The Registrar has identified several recurring issues:
• Companies continuing out before filing the required notice of intention.
• Incorrect or misleading continuation dates in filings.
• Incomplete or missing declarations under section 184(1B)(b).
3. Updated Declaration Process
   A signed written declaration must now accompany the filing in place of the previous checkbox declaration. Until the online system is updated, declarations should be attached directly within the continuation filing.
4. Mandatory Statutory Declarations
   The following three declarations must be filed:
• Declaration 1: In respect of registered charges (Section 184(1A))
• Declaration 2: Declaration of compliance (Section 184(1B)(a) & (b))
• Declaration 3: Compliance with laws of the destination jurisdiction (Section 184(2A))

Official declaration forms are available on the FSC website.

Next Steps for BVI Companies Considering Continuation

If your BVI company is exploring a move to another jurisdiction, we recommend the following steps to ensure a seamless process:

1. Review your corporate structure and outstanding obligations, confirm that the company is in good standing and has no pending compliance issues.
2. Prepare and file the 14-day advance notice, ensure advertisements and written notifications are issued correctly.
3. Complete and attach all three statutory declarations – signed and included with your continuation filing.
4. Coordinate with your registered agent early, to avoid rejection or delays.
5. Consider your destination jurisdiction, Harneys Fiduciary can assist with seamless continuations into other jurisdictions such as the Cayman Islands, Cyprus, or Anguilla, helping you maintain operational continuity with minimal disruption.

How Harneys Fiduciary Can Help

Our global team advises on every aspect of BVI company continuations, from preparing statutory declarations and managing filings to re-establishing your company in another jurisdiction.

Whether you are relocating for strategic, regulatory, or commercial reasons, we can guide you through each step, ensuring compliance with BVI requirements and a smooth transition into your new jurisdiction.

To discuss your company’s continuation or explore alternative jurisdictions, please contact your usual Harneys Fiduciary representative or reach out to our Corporate Services team.