Director's Certificate Form (Continuation under section 180, BVI Business Companies Act, 2004)

Summary

This is a standard form template used when a foreign company's directors certify matters required under section 180 of the BVI Business Companies Act, 2004, in order for the company to continue (redomicile) into the Virgin Islands. It is completed and signed by the directors before a notary public or other officer as part of the continuation application.

• Permission to continue: Certifies that the law of the company's current jurisdiction permits it to continue in another jurisdiction, including the Virgin Islands.
• Solvency status: Certifies the company is not in liquidation or subject to equivalent insolvency proceedings in any jurisdiction.
• No receiver/manager: Certifies no receiver or manager has been appointed over any of the company's assets.
• Creditor arrangements: Certifies the company has not entered into any unconcluded arrangement with its creditors.
• No pending litigation: Certifies there is no undetermined court application anywhere for the company's liquidation or equivalent insolvency proceedings.
• Compliance with home jurisdiction law: Certifies the company has complied with the laws of its current jurisdiction regarding continuation to the Virgin Islands.
• Supporting legal extract: Requires an extract of the foreign law relied on for the continuation, under section 180(1), to be attached to the certificate.

The form itself imposes no ongoing regulatory obligations beyond the accuracy of the certifications made at the time of filing; it is a one time document supporting a continuation application to the BVI Financial Services Commission.

Key obligations

• Directors must certify that the law of the company's current jurisdiction permits continuation to the Virgin Islands
• Directors must certify the company is not in liquidation or subject to equivalent insolvency proceedings
• Directors must certify no receiver or manager has been appointed over the company's assets
• Directors must certify the company has not entered into any unconcluded creditor arrangement
• Directors must certify there is no undetermined court application for liquidation or equivalent insolvency proceedings against the company
• Directors must certify compliance with the laws of the company's current jurisdiction regarding the continuation
• Directors must attach an extract of the foreign law relied upon for the continuation under section 180(1) to the certificate

Applies to

companies seeking continuation into the Virgin Islands, directors of companies applying for continuation