2019 US Virgin Islands Code
Title 13 - Corporations and Associations
Chapter 1 - General Corporation Law
Subchapter XVII - Transfer of Domicile of Non-United States and Non-Virgin Islands Corporations
§ 472. Temporary transfer of domicile into the United States Virgin Islands
(a) As used in this section:
(1) The term “corporation” shall have the same meanings as set forth in section 471(a) of this title.
(2) “Non-United States corporation” means any corporation, the internal affairs of which are governed by the laws of any jurisdiction other than the United States, any state, the District of Columbia, the United States Virgin Islands, Puerto Rico, Guam, the Commonwealth of the Northern Mariana Islands, or any other possession or territory of the United States.
(3) The terms “officers” and “directors” include, in addition to such persons, trustees, managers, partners and all other persons performing functions equivalent to those of officers and directors, however named or described in any relevant instrument.
(4) The term “emergency condition” shall be deemed to include, but not be limited to, any of the following:
(A) War or other armed conflict;
(B) Revolution or insurrection;
(C) Invasion or occupation by foreign military forces;
(D) Rioting or civil commotion of an extended nature;
(E) Domination by a foreign power;
(F) Expropriation, nationalization or confiscation of a material part of the assets or property of the corporation;
(G) Impairment of the institution of private property (including private property held abroad);
(H) The taking of any action under the laws of the United States whereby persons residing in the jurisdiction, the law of which governs the internal affairs of the corporation, might be treated as “enemies” or otherwise restricted under laws of the United States relating to trading with enemies of the United States;
(I) The immediate threat of any of the foregoing; and
(J) Such other event which, under the law of the jurisdiction governing the internal affairs of the corporation, permits the corporation to transfer its domicile.
(b) Any non-United States corporation may, subject to and upon compliance with this section, transfer its domicile (which term, as used in this section, shall be deemed to refer in addition to the seat, siege, social or principal place of business or central administration of such corporation, or any other equivalent thereto under applicable law) into the United States Virgin Islands, and may perform the acts described in this section, so long as the law by which the internal affairs of such corporation are governed does not expressly prohibit such transfer.
(c) Any corporation that shall propose to transfer its domicile into the United States Virgin Islands shall submit to the Lieutenant Governor for his review, at least 30 days prior to the proposed transfer of domicile, the following:
(1) A copy of its articles of incorporation and bylaws (or the equivalent thereof under applicable law), certified as true and correct by the appropriate director, officer or government official;
(2) A certificate issued by an authorized officer of the jurisdiction the law of which governs the internal affairs of the corporation evidencing its corporate existence;
(3) A list indicating the person or persons who, in the event of a transfer pursuant to this section, shall be the authorized officers and directors of the corporation, together with evidence of their authority to act and their respective executed agreements in writing regarding service of process as set out in subsection (j) of this section;
(4) A certificate executed by the appropriate officer or director of the corporation, setting forth:
(A) The name and address of its registered agent in the United States Virgin Islands;
(B) A general description of the business in which it is engaged;
(C) That the filing of such certificate has been duly authorized by any necessary corporate action and does not violate the certificate of incorporation or bylaws (or equivalent thereof under applicable law) or any material agreement or instrument binding on such corporation;
(D) A list indicating the person or persons authorized to sign the written communications required by subsection (e) of this section;
(E) An affirmance that such transfer is not expressly prohibited under the law by which the internal affairs of the corporation are governed; and
(F) An undertaking that any transfer of domicile into the United States Virgin Islands will take place only in the event of an emergency condition in the jurisdiction the law of which governs the internal affairs of the corporation and that such transfer shall continue only so long as such emergency condition, in the judgment of the corporation's management, so requires; and
(G) If the corporation is to be considered as an exempt company pursuant to chapter 14 of this title upon the transfer of its domicile to the United States Virgin Islands, a statement to that effect; and
(5) The examination fee prescribed under section 431 of this title. If any of the documents referred to in paragraphs (1) through (5) of this subsection are not in English, a translation thereof, under oath of the translator, shall be attached thereto. If such documents satisfy the requirements of this section, and if the name of the corporation meets the requirements of section 2(a)(1) of this title, the Lieutenant Governor shall notify the corporation that such documents have been accepted for filing, and the records of the Lieutenant Governor shall reflect such acceptance and such notification. In addition, the Lieutenant Governor shall enter the name of the corporation on a list to remain there so long as the corporation is in compliance with this section and no name on such list shall be used by any other domestic or foreign corporation. No document submitted under this subsection shall be available for public inspection pursuant to chapter 33 of Title 3 until, and unless, such corporation effects a transfer of its domicile as provided in this section. The Lieutenant Governor may waive the 30-day period and translation requirement provided for in this subsection upon request by such corporation, supported by facts (including, without limitation, the existence of any emergency condition) justifying such waiver.
(d) On or before the 1st day of March in each year, prior to the transfer of its domicile as provided for in subsection (e) of this section, during any such transfer and, in the event that it desires to continue to be subject to a transfer of domicile under this section, after its domicile has ceased to be in the United States Virgin Islands, the corporation shall file a certificate executed by an appropriate officer or director of the corporation, certifying that the documents submitted pursuant to this section remain in full force and effect or attaching any amendments or supplements thereto and translated as required in subsection (c) of this section, together with the filing fee prescribed under section 431 of this title. In the event that any corporation fails to file the required certificate on or before the 1st day of March of each year, all certificates and filings made pursuant to this section shall become null and void on the 2nd day of March in such year, and any proposed transfer thereafter shall be subject to all of the required submissions and the examination fee set forth in subsection (c) of this section.
(e) If the office of the Lieutenant Governor has notified the corporation that it has accepted the documents submitted pursuant to subsection (c) of this section for filing, such corporation may transfer its domicile to the United States Virgin Islands at any time by means of a written communication to such effect addressed to the office of the Lieutenant Governor, signed by one of the persons named on the list filed pursuant to subparagraph (D) of paragraph (4) of subsection (c) of this section, and confirming that the statements made pursuant to paragraph (4) of subsection (c) of this section remain true and correct; provided, that if emergency conditions have affected ordinary means of communication, such notification may be made by telegram, telex, telecopy or other form of writing so long as a duly signed duplicate is received by the office of the Lieutenant Governor within 30 days thereafter. The records of the office of the Lieutenant Governor shall reflect the fact of such transfer. Upon the payment to the office of the Lieutenant Governor of the fee prescribed under section 431 of this title, the Lieutenant Governor shall certify that the corporation has filed all documents and paid all fees required by this title. Such certificate of the Lieutenant Governor shall be prima facie evidence of transfer by such corporation of its domicile into the United States Virgin Islands.
(f) Except to the extent expressly prohibited by the laws of the United States Virgin Islands, from and after the time that a non-United States corporation transfers its domicile to the United States Virgin Islands pursuant to this section, the corporation shall have all of the powers which it had immediately prior to such transfer under the law of the jurisdiction governing its internal affairs and the directors and officers designated pursuant to paragraph (3) of subsection (c) of this section, and their successors, may manage the business and affairs of the corporation in accordance with the laws of such jurisdiction. Any such activity conducted pursuant to this section shall not be deemed to be doing business within the United States Virgin Islands for purposes of section 401 of this title. Any reference in this section to the law of the jurisdiction governing the internal affairs of a corporation which has transferred its domicile into the United States Virgin Islands shall be deemed to be a reference to such law as in effect immediately prior to the transfer of domicile.
(g) For purposes of any action in the courts of the United States Virgin Islands, no corporation which has obtained the certificate of the office of the Lieutenant Governor referred to in subsection (e) of this section shall be deemed to be an “enemy” person or entity for any purpose, including, without limitation, in relation to any claim of title to its assets, wherever located, or to its ability to institute suit in said courts.
(h) The transfer by any corporation of its domicile into the United States Virgin Islands shall not be deemed to affect any obligation or liabilities of such corporation incurred prior to such transfer.
(i) The directors of any corporation which has transferred its domicile into the United States Virgin Islands may withhold from any stockholder any amounts payable to such stockholder on account of dividends or other distributions, if the directors shall determine that such stockholder will not have the full benefit of such payment, so long as the directors shall make provision for the retention of such withheld payment in escrow or under some similar arrangement for the benefit of such stockholder.
(j) All process issued out of any court of the United States Virgin Islands, all orders made by any kind required to be served on any corporation and notices of any kind required to be served on any corporation which has transferred its domicile into the United States Virgin Islands may be served on the corporation pursuant to section 348 of this title, or any other provision of law, in the same manner as if such corporation were a corporation of the United States Virgin Islands. The directors of a corporation which has transferred its domicile into the United States Virgin Islands shall agree in writing that they will be amenable to service of process by the same means as, and subject to the jurisdiction of the courts of the United States Virgin Islands to the same extent as are directors of corporations of the United States Virgin Islands, and such agreements shall be submitted to the office of the Lieutenant Governor for filing before the respective directors take office.
(k) Any corporation which has transferred its domicile into the United States Virgin Islands may voluntarily return to the jurisdiction the law of which governs its internal affairs by filing with the office of the Lieutenant Governor an application to withdraw from the United States Virgin Islands. Such application shall be accompanied by a resolution of the directors of the corporation authorizing such withdrawal and by a certificate of the highest diplomatic or consular officer of such jurisdiction accredited to the United States indicating the consent of such jurisdiction to such withdrawal. The application shall also contain, or be accompanied by, the agreement of the corporation that it may be served with process in the United States Virgin Islands in any proceeding for enforcement of any obligation of the corporation arising prior to its withdrawal from the United States Virgin Islands, which agreement shall include the appointment of the Lieutenant Governor as the agent of the corporation to accept service of process in any such proceeding and shall specify the address to which a copy of process served upon the Lieutenant Governor shall be mailed. Upon the payment of any fees and taxes owed to the United States Virgin Islands, the office of the Lieutenant Governor shall file the application and corporation's domicile shall, as of the time of filing, cease to be in the United States Virgin Islands.
