Redomiciling a Company from the BVI to Jersey: Process, Benefits & Considerations

With the BVI recently added to the FATF grey list, many international businesses are reconsidering their jurisdictional base. Jersey has emerged as a compelling alternative, offering regulatory stability, strong global recognition, and alignment with UK and EU expectations. In this article, Nathan Petty outlines the redomiciliation process from the BVI to Jersey, highlighting key steps, strategic benefits, and critical considerations for companies exploring this transition.

As regulatory landscapes shift and global business priorities evolve, more companies are reevaluating their corporate domiciles.

One increasingly considered move, especially with this jurisdiction being recently added to the FATF “grey list”, is redomiciling companies from the British Virgin Islands (“BVI”) to Jersey, a jurisdiction that offers a strong regulatory framework and closer alignment with the standards expected by UK and EU stakeholders.

If you're exploring this strategic change, here’s an overview of the process, benefits, and key considerations involved in redomiciling from the BVI to Jersey. 

What is Redomiciliation? 

Redomiciliation, or continuation, is the process by which a company transfers its corporate registration from one jurisdiction to another without changing its legal identity.

It allows a company to preserve its corporate history, assets, and liabilities while aligning itself with a new legal and regulatory environment. In Jersey, companies are governed by the Companies (Jersey) Law 1991, which provides the legislative structure to support this process effectively. 

Step-by-Step: Redomiciling from BVI to Jersey 

1.      Confirm Eligibility 

Both the BVI and Jersey must permit continuation. Fortunately, both jurisdictions allow for inbound and outbound redomiciliations under their respective company laws. 

2.      Board & Shareholder Resolutions 

The company must pass a resolution (often special or unanimous, depending on its Articles) approving the decision to redomicile and authorising directors to proceed. 

3.      Due Diligence & Pre-Filings 

The Jersey Financial Services Commission (“JFSC”) will require KYC/AML documentation, business rationale and structure charts to be prepared.  

Any regulatory licenses held in the BVI should be reviewed to assess whether they may be required in Jersey under a new licence, or if they should be relinquished.  

Companies with regulated activity must ensure the appropriate structure and registration are in place in Jersey, which may involve licensed service providers or changes to governance structures. 

Companies must also establish a registered office in Jersey and may require a Company Secretary to oversee statutory filings and governance matters.  

Application to JFSC 

The company submits a formal application to continue as a Jersey company. This includes providing: 

·         Certificate of good standing from the BVI; 

·         Current constitutional documents; 

·         Proposed new Jersey-compliant constitutional documents; 

·         Statutory declaration of solvency. 

Approval from BVI Regulator 

The company must simultaneously apply for approval from the BVI Registrar to discontinue from the BVI. 

Issuance of Continuation Certificates 

Once the JFSC approves and the BVI grants its discontinuance, Jersey will issue a Certificate of Continuation. The company is now formally domiciled in Jersey. 

Post-Continuation Compliance 

Registering with the Jersey tax authorities, updating corporate records, notifying stakeholders and partners, and ensuring ongoing local compliance is critical. 

Key Advantages of Moving to Jersey 

·         Stronger Regulatory Reputation

Jersey offers a robust and internationally respected regulatory regime which is attractive to institutional investors and regulators. Our system is acknowledged by independent assessments form some of the world’s leading bodies, including the Organisation for Economic Co-operation and Development (OECD), Worldbank and the International Monetary Fund (IMF) 

·         Economic Substance & Tax Clarity

Jersey provides a well-defined economic substance framework and clear corporate tax rules. Jersey’s tax neutral environment enables investors and businesses to work efficiently and transparently, whilst also being recognised by the EU as a cooperative jurisdiction for tax purposes. 

·         Access to UK & EU Markets

Redomiciling to Jersey may improve perceptions of governance and proximity to European and UK markets, which, post the addition of the BVI to the FATF grey list, is certainly something clients may wish to consider. 

·         Flexible and Supportive Corporate Law

Jersey’s Companies Law is flexible and familiar to practitioners. Companies can be structured in many ways, such as a company limited by shares or by guarantee, incorporated or protected cell companies, or limited life, offering options suitable for a variety of purposes.

Jersey as an independent jurisdiction is well-respected, with a secure legal system and robust regulatory framework, it ensures a sound environment that guarantees expertise and growth for businesses and investors.  

·         Stable Political & Legal Environment

Jersey offers legal certainty and a stable economic environment. It is a recognised location for legitimate tax planning and cross-border business continuity. Reliability, political stability, and a globally recognised regulatory framework have kept Jersey at the forefront of global finance for over 60 years. 

Challenges and Considerations 

·         Complexity and Co-ordination

Jersey is experienced with corporate redomicilation, of which co-ordination is key to the process to ensure all administrative requirements including legal, regulatory and operational costs are covered. Working with the other jurisdiction and relevant advisors can be a slower part of the process, but the end result of company and legal continuity, provides greater benefits, that avoids a complicated transfer of company assets and legal contracts to the new jurisdiction.  

·         Economic Substance Requirements

A Jersey company must meet substance requirements if it carries out certain activities (e.g., fund management, IP holding, finance and leasing), necessitating local presence and directorship. Jersey companies address this by engaging Jersey-based directors and administrators with the appropriate expertise and qualifications. 

·         Stakeholder Perception

While often viewed positively, some stakeholders may interpret the change as a signal of strategic shift, so effective communication during the redomiciliation process is key. Fairway has worked with a range of company governance structures and are experienced in dealing and liaising with all stakeholders and advisors to ensure risk identification and that all legal, regulatory requirements and needs are satisfied.  

·         Regulatory Review

All entities in Jersey are expected to adhere to the Sound Business Practice Policy (SBPP).  The JFSC uses the SBPP to not only safeguard Jersey’s reputation but also mitigate any risks.  The JFSC will conduct a detailed review, and timeframes may vary depending on the complexity.  

The above represents a summary of the redomiciliation process from the BVI to Jersey and is provided for informational purposes only. 

It does not constitute legal, tax or regulatory advice and should not be relied upon as such. 

Specific advice should be obtained from qualified legal or tax professionals based on the particular circumstances in each case.