Application for Continuation - BVI BC (R103)

Summary

This is Form R103, the standard application form used by a registered agent to apply to the BVI Registrar of Corporate Affairs for a foreign company to continue into the Virgin Islands as a BVI Business Company, under section 181(1) of the BVI Business Companies Act, 2004. It collects identifying, share structure and origin details about the company and requires the registered agent's consent to act, along with supporting documents.

• Company details: Proposed company name, agent name and address, company type, SPC or RPC status, current jurisdiction, and date of original incorporation.
• Share information: Whether the company is authorised to issue shares (and par value shares), and whether it may issue, convert or exchange registered shares for bearer shares.
• Required attachments: A certified copy of the certificate of incorporation, Memorandum and Articles complying with section 181(2) and (3), evidence of approval for continuation into the Virgin Islands, and evidence that the company is not disqualified from continuing into the Virgin Islands.
• Agent consent: The registered agent must sign a consent statement applying for the continuation and agreeing to act as registered agent once the continuation takes effect.
• Optional add-on requests: The form allows requests for additional documents such as a Certificate of Good Standing, certified or duplicate Certificate of Continuation, and certified or stamped Memorandum and Articles, each subject to separate fees.

The form notes that the Registrar has no duty to verify the contents of the form or confirm that the company's Memorandum and Articles actually authorise the matters stated in it, so accuracy and completeness are the applicant's and agent's responsibility.

Key obligations

• The registered agent applying for continuation must attach a certified copy of the certificate of incorporation (or other evidence of incorporation) to the application
• The application must include Memorandum and Articles complying with section 181(2) and (3) of the BVI Business Companies Act, 2004
• The application must include evidence of approval for the continuation into the Virgin Islands
• The application must include evidence that the company is not disqualified from continuing into the Virgin Islands
• The registered agent must sign the consent section confirming it applies for the continuation and consents to act as registered agent on continuation

Applies to

foreign companies seeking continuation as a BVI Business Company, registered agents