We can restore a BVI company that has been Struck Off the Register of Companies.
Struck off companies can be restored automatically on payment of outstanding licence fees, penalties and the company restoration fee. There is a government fee when your company has been struck off for less than 6 months which increases where a company is struck off for longer than 6 months.
Once your company has been restored to the register it is considered to never have been struck off and deemed to have been in continued existence since incorporation.
If your BVI company has an overdue licence fee it will have an Inactive Status at the Registry of Corporate Affairs. Therefore the company is not in Good Standing, but has not yet been struck off. Your company must pay its licence fee and the appropriate penalties in order to restore your company’s active status
No Certificates of Good Standing or Certificates of Incumbency can be issued while a company’s status is Inactive.
No filings can be made with the BVI Registry, while your BVI company is Inactive.
When a BVI company fails to pay its annual fee or a late payment penalty, the Registrar sends a notice warning the company that it will be struck from the BVI Register in 30 days.
The term 'inactive' means that the company is no longer in good standing, and not yet been struck off. While the directors of the company are not restricted from carrying on the business of the company, they will be unable to warrant that the company is in good standing. In addition, no filings can be made with the Registry while the company is inactive.
Once the company has been struck off, neither the company nor any directors or shareholders may carry on any business or in any way deal with the assets or affairs of the company.
It is important to note that when a company is struck off the register, it does not affect the liability of any of its members, directors, officers or agents. Nor does it prevent the company from incurring liabilities, or any creditor from making a claim against the company.
A company that fails to pay its licence fee will incur a 10% penalty automatically, with this penalty increasing to 50% if the licence fee still remains outstanding 6 months later.
Where a company has been struck off the Register for less than 7 years, it can be restored by making an application to the Registrar of Corporate Affairs, along with payment of the restoration fee of US$375 if the application is made 6 months or less following the strike off; or US$775 if the application is made after that time.
Upon restoration of the company the Registrar will issue a certificate of restoration and, once restored, the company is deemed never to have been struck off the Register.
Where a company has been struck off the Register for non-payment of fees and remains struck off continuously for a period of seven years it will be dissolved with effect from the last day of that period. An application may be made to the court to restore a dissolved company to the Register.
The Registrar may strike a company off the Register of Companies for:
The Registrar must notify the company no less than 30 days before it will be struck off in which time the company may take appropriate action to stop the strike off process.
A company that is administratively struck off the Register is not immediately dissolved. The company therefore retains its legal status but is incapacitated. Whilst a company is struck off the Register, the company may not
The directors and members may not act in any way with respect to the affairs of the company, there are some limited exceptions: