Transfer of situs and continuation of non-Virgin Islands corporations

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  • (a) As used in this section, the term:

    • (1) “Corporation” includes any incorporated organization, private law corporation (whether or not organized for business purposes), public law corporation, limited liability company, limited liability partnership, professional corporation, or professional limited liability corporation, partnership, proprietorship, joint venture, foundation, trust, association or similar entity; and

    • (2) “Non-Virgin Islands corporation” means any corporation, the internal affairs of which are governed by the laws of any jurisdiction other than the United States Virgin Islands, including the laws of the United States, any state, and any other possession or territory of the United States.

  • (b) Any non-Virgin Islands corporation may transfer its domicile to and be continued in the United States Virgin Islands by filing with the office of the Lieutenant Governor:

    • (1) A certificate of continuation which shall be executed in accordance with subsection (g) of this section; and

    • (2) A copy of its articles of incorporation (or the equivalent thereof under applicable law), certified as true and correct by the appropriate director, officer or government official.

  • (c) The certificate of continuation shall contain:

    • (1) The date on which, and jurisdiction where, corporation was first formed, incorporated or otherwise came into being;

    • (2) The name of the corporation immediately prior to the filing of the certificate of domestication;

    • (3) The jurisdiction that constituted the seat, siege, social or principal place of business or central administration of the corporation, or any other equivalent thereto under applicable law, immediately prior to the filing of the certificate of continuation.

    • (4) Amended articles of incorporation of the corporation, or such amendments to its articles of incorporation (or the equivalent under applicable law) as exist immediately prior to the date of the corporation's continuance in the United States Virgin Islands, such that the amended articles of incorporation meet all of the provisions and requirements of section 2 of this title, including any change in name of the corporation, as of the date of the corporation's continuance in the United States Virgin Islands.

  • (d) Upon filing with the office of the Lieutenant Governor of the certificate of continuation and copy of articles of incorporation, the corporation shall be continued in the United States Virgin Islands, and its domicile, seat, or principal place of business shall be considered to be in the United States Virgin Islands as set forth in its amended articles of incorporation, and the corporation shall thereafter be subject to this title, except that notwithstanding section 6 of this title, the existence of the corporation shall be deemed to have commenced on the date the corporation commenced its existence in the jurisdiction in which the corporation was first formed, incorporated or otherwise came into being.

  • (e) The continuation of any corporation in the United States Virgin Islands shall not be deemed to affect any obligations or liabilities of the corporation incurred prior to its continuation.

  • (f) The filing of a certificate of continuation shall not affect the choice of law applicable to the corporation, except that, from the date the certificate of continuation is filed, the laws of the United States Virgin Islands, including this title, shall apply to the corporation to the same extent as if the corporation had been incorporated as a corporation of the United States Virgin Islands on that date.

  • (g) The certificate of continuation shall be signed by any corporation officer, director, trustee, manager, partner or other person performing functions equivalent to those of an officer or director, however named or described, and who is authorized to sign the certificate of domestication on behalf of the corporation. If the corporation has a seal, the same shall be affixed to the certificate.


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