You Can Move a BVI Company

Most people who own a BVI company assume they have two options: keep paying for it, or wind it up. There is a third option that very few owners have been told about. The company can move to another jurisdiction and carry on as the same company. It keeps its name, its shareholders and its date of incorporation.

It's called continuation, or redomiciliation, and it has been available under BVI law for years.

Why move it rather than start again

Usually something about the company's home no longer fits the deal. A lender wants Delaware-style law. The group wants its vehicles run from one place. Or the owners have noticed that the disclosure rules changed. From 1 April 2026, anyone who can show a legitimate interest can apply to see who owns a BVI company. We covered that in Where the SPV Should Sit.

The instinct is to form a new company somewhere else and move everything across. In practice that means assigning every contract, and some of those need the other side's consent. You open a new bank account and retake any security. Then you still have to wind up the old company. The new company also starts with no history, so the track record stays behind with the shell.

Moving the company avoids nearly all of that, because nothing is transferred. The owner of every asset is still the same legal person.

It also usually costs less than starting again, since there is one set of filings on each side and nothing to transfer, reopen or wind up. It won't lower your running costs, though. The Marshall Islands annual fee is slightly higher than the BVI's standard fee, so the saving is in the move rather than in the years after it.

What changes and what doesn't

Under section 184 of the BVI Business Companies Act and section 127 of the Marshall Islands Business Corporations Act.

	After the move
Stays the same	The company itself, its name, its date of incorporation, its shareholders and directors, its assets, contracts and bank accounts.
Comes with it	Its debts, claims and any lawsuits. Old claims can still be served on the BVI agent.
Changes	The governing law, the constitution (new Articles of Incorporation replace the BVI memorandum and articles) and the registered agent.
May need changing	A name that breaks the Marshall Islands naming rules, which has to be fixed within 90 days, and occasionally the directors or the par value of the shares.

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Can your company move? A checklist

Work through these before your move:

• The company is in good standing: government fees paid, registers of members and directors filed, beneficial ownership filed, annual return in.
• Its memorandum and articles allow it to continue abroad, and you know what approval they require.
• Any registered charge has been released, or the chargee has been told and can consent or object.
• No authority is waiting on documents from the company, no receiver has been appointed, and there are no pending proceedings against it or its directors over its affairs.
• Its loan, shareholder and security agreements don't restrict a move, or the consents are obtainable.
• Its business isn't one a Marshall Islands company is barred from, such as banking, insurance, fund management, trust services, forex or virtual assets.
• The owners have taken tax advice in their own countries.

How the BVI side works

Section 184 of the BVI Business Companies Act sets it out. The directors or members pass a resolution approving the move. The company then publishes a notice in the Gazette naming where it is going and writes to every member and creditor. At least 14 days later its BVI agent files a notice of intention with the Registrar. That notice carries declarations about charges and pending proceedings.

Once the company has been filed in its new home, the agent files a notice of continuation with the new certificate, and the Registrar strikes the company off the BVI register. The two filings are timed so the company leaves the BVI and arrives in the Marshall Islands on the same day, and never sits under two laws at once.

The notice period and the declarations are there for a reason. Creditors hear about the move before it happens, and a company in a live dispute can't honestly make the declaration, so it can't move.

Where it lands

We move companies into the Marshall Islands. We work on that registry directly and its corporate law is modelled on Delaware's. The main filing is the Articles of Domestication, which go in with new Articles of Incorporation and the registered agent's acceptance. The Articles of Domestication certify when and where the company was first formed, that the move was properly approved and isn't prohibited at home, and that it isn't being made to defraud shareholders or creditors. From filing, Marshall Islands law treats the company as having existed since the day it was first incorporated.

Our standard process is for BVI business companies. Partnerships, LLCs and companies from other jurisdictions can often move in too, as long as their current home doesn't prohibit it, and we scope those one at a time.

How we run it

Stage	What happens
1. Intake	The company, its people, any charges, and the articles it wants in the Marshall Islands.
2. Due diligence	Identity checks on directors, officers, shareholders and beneficial owners, and the registered agent's acceptance.
3. BVI exit preparation	We instruct your BVI agent on good standing, the notices and the notice of intention.
4. Filing pack	We draft the Articles of Domestication, the new Articles of Incorporation and the resolution for signature.
5. Filing	The signed documents are filed with the Marshall Islands registry.
6. BVI discontinuance	The BVI agent files the notice of continuation and the BVI file closes.
7. Close-out	Registers, corporate kit and the annual filing calendar set up in the new home.

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To start we need the company's details and a certified copy of its memorandum and articles. We also need a recent certificate of good standing and identification for the people behind it. After the move we keep the company in good standing and handle its annual filings. The full process is on our redomiciliation page. This is corporate services work, which is administrative, not investment or tax advice.

The honest floor

A move doesn't clean anything. The debts and lawsuits go with the company, so it's no use as a way around a creditor, who will have been told about it in writing first. It isn't a tax plan either: the Marshall Islands doesn't tax a non-resident company, but your own country still taxes you. And if the BVI company is doing its job, we'll tell you to leave it where it is.

If you own a BVI company that no longer fits, tell us about it here. Answer what you can and attach what you have, and we'll tell you whether it can go.