BVI Company Restoration

We can restore a BVI company that has been Struck Off the Register of Companies.

Struck off companies can be restored only on payment of outstanding licence fees, penalties and the company restoration fee.

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.

Inactive or Struck Off

If your BVI company has unpaid licence fees 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.

Late Filing Penalties

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.

Restoring a BVI Company to the register once Struck-off

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

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. An application has to be made to the court to restore a dissolved company to the Register.

BVI Administrative Strike Off

The Registrar may strike a company off the Register of Companies for:

  • Failure of the company to appoint a Registered Agent
  • Failure of a company to file documents that it is required to file under the Act
  • Failure of the company to pay its annual fee or a late payment penalty
  • Where the Registrar is satisfied that the company has ceased to carry on business

Effect of Administrative Strike Off

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 BVI company may not:

  • Commence legal proceedings
  • Carry on any business or deal with its assets
  • Defend any legal proceedings

The directors and shareholders may not act in any way with respect to the affairs of the company, there are some limited exceptions:

  • Application may be made to restore the company to the Register
  • Proceedings commenced against the company prior to strike off may be defended
  • Legal proceedings commenced by the company prior to strike off may be continued

The Registrar may, in certain circumstances, strike a company off the Register of Companies even though it has not been through a liquidation process. This is known as an administrative strike off. There are number of grounds for administrative strike off including the failure of a company to appoint a registered agent, to file documents that are required to be filed or to pay annual fees. The Registrar may also strike a company off the Register where satisfied that the company has ceased to carry on business. A company is not dissolved until ten years after the date on which it was struck off the Register.

The Registrar may strike a company off the Register of Companies on any one of a number of different grounds, including:

  • Failure of the company to appoint a registered agent
  • Failure of a company to file documents that it is required to file under the Act
  • Failure of the company to pay its annual fee or a late payment penalty
  • The Registrar is satisfied that the company has ceased to carry on business.

Restoration to Register - Company struck off but not dissolved

A company that has been administratively struck off the Register, but not dissolved, may be restored to the Registrar by the Registrar on the application of one of the following:

  • The BVI company
  • A creditor of the company
  • A member of the company
  • A liquidator of the company

As indicated in the section above, any fees and penalties and outstanding when the company was struck off, the fees and penalties accrued for the years that the company has been struck off and the restoration fee will all have to be paid. A company that is restored to the Register by the Registrar is treated as if it had never been struck off the Register.

Company Dissolved

Once a company has been dissolved it can only be restored to the Register by the Court which must first declare the dissolution of the company to be void. An application to Court must be made within a 10 year period following the dissolution of the company. After that, a dissolved company cannot be restored to the Register at all.

Transferring Registered Agent

A BVI company can only be restored by the registered agent on record, or the agent must be changed to a new agent undertaking the company restoration, which we can organise.

BVI Company Restoration Fees
  • Government Restoration fee within 6 months of Strike Off - US$375
  • Government Restoration fee after 6 months of Strike Off - US$775
  • Our Restoration Service Fee - £260