Dissolution of Struck-Off Companies in the BVI

A recent amendment to the BVI Business Companies Act (BVI BC Act) has brought many changes in procedures as well as an increase in several fees that should be considered.

Companies shall pay their annual fees to the Registrar on time to remain in good standing. Not submitting payments before the deadline with this recent amendment is going to entail surcharges/penalties, which will lead to the Registry striking the company off the Register of Companies and undergoing an immediate administrative dissolution.

Please refer to the below chart for the corresponding deadlines:

Period:	Annual Fee Deadline:	Dissolved by:
First Period (Incorporated between January and June)	May 31st of every year   (Example: May 31st 2023)	1st November   (Example: November 1st 2023)
Second Period (Incorporated between July and December)	November 30th of every year   (Example: November 30th 2023)	1st May (next year)   (Example: May 1st 2024)

One of the most considerable changes is the new procedure for the restoration of existing “struck-off companies” (companies struck-off before January 1^st, 2023). As of January 1^st, 2023, companies that were struck-off before this amendment came into effect will be automatically dissolved by July 1^st, 2023.

After July 1^st, 2023, the restoration process of a dissolved company that was struck-off before January 1^st, 2023, shall only be carried out through the Court.

Any existing struck-off company that is dissolved and falls into the above scenarios to be restored through Court, is likely to be subject to a penalty fee of USD $5,000.00 that should be paid in addition to any other outstanding fees and penalties.

The procedure to restore a company that has been struck-off the Register and dissolved after January 1^st, 2023, will vary depending on several scenarios, which will determine whether the restoration process shall be carried out through the Registrar or the Court. In order to restore a company struck-off the Register and dissolved through the Registrar, besides the payment of all outstanding fees, including restoration fees, evidence must be provided that the company was carrying on business at the date of its striking off, together with a Registered Agent´s declaration stating that the company´s corporate and due diligence records have been updated.

In the event the company´s assets were vested in the Crown, consent for restoration from the Financial Secretary would be required.

The restoration through Court is more complex and will apply in the following scenarios:

• if the company was struck-off the Register and dissolved following the completion or termination of its voluntary liquidation under the BVI BC Act or liquidation under the Insolvency Act;
• if, on the date of dissolution, the company was not carrying on business or in operation;
• if, the purpose of restoration is to
• initiate, continue or discontinue legal proceedings in the name of or against the company; or

1. initiate, continue or discontinue legal proceedings in the name of or against the company; or
2. make an application for the company’s property that has vested in the Crown bona vacantia to be returned to the company;

• any other case not falling into the above scenarios and in which restauration cannot be processed through the Registry.

Please be informed that it is crucial to note that an application for restoration through the Registrar or the Court cannot be submitted after a period of 5 years from the date of dissolution.