A BVI company that becomes struck-off for non-payment of registrar fees can be restored in the Register (at any time prior to it being dissolved) through the payment of the outstanding fees plus a restoration fee.

However, if a company that has become struck-off remains in this way for a period of seven continuous years, it will then be deemed “dissolved.”

In order to restore a dissolved company, a petitioner must make a formal application to the Court requesting the restoration.  Notice of the application for restoration must be served to: (a) the Registrar; (b) the Financial Secretary of the Ministry of Finance; and (c) if the company was a regulated person, to the Financial Services Commission, as each these authorities is entitled to appear on the court hearing of the application to restore the dissolved company.

An application to restore the company to the Register may be made by a creditor, a former director, a former member (shareholder), or any person who can show an interest in having the company restored. The application to restore a dissolved company must be made within ten years of the date on which the company was administratively dissolved. The application must be accompanied by certain corporate documents, and evidentiary documents, that your registered agent, or the attorney assisting you with the restoration, will request from you. It is important to note that a dissolved company may be restored through any BVI attorney, as long as the above criteria are met. It is not necessary to go through the company´s registered agent, this is especially helpful to note in those case in which the company´s registered agent has since ceased to exist.

Once the application with its supporting documentation has been filed, if the application is in good order, a court date will generally be scheduled within 30-45 days of the filing date. The intention of this time frame is to accommodate any responses from the Financial Services Commission and Financial Secretary who, as mentioned above, are part of the application. 

On the day of the hearing the court will decide whether the restoration of the company shall proceed and grant the order. Once the restoration is granted by the court, after the court order has been finalized, the interested party will have to proceed to pay all outstanding fees with the Registrar in order to restore the company.

In some cases, the matter may be challenged by the Registrar and require an additional submission from the interested party.

It is also important to note that if the matter is one of an urgent nature, and the interested party is able to provide good reason(s) to the Registrar, an urgent hearing may be requested.

Attorney fees for a restoration application will generally vary depending on the claim and/or assets held by the company prior to dissolution.  If you have any questions on this process or any other process regarding BVI companies, please feel free to contact us at quijano@quijano.com