Company Not in Good Standing

A company is deemed not to be in Good Standing if it is in breach of filings requirements. If your company has not paid or filed the annual government licence fee and/or the registered agent fee then, your company will not be in good standing.

In order to maintain full asset protection, your company should be in good standing with the Companies Registry at all times.

If your company is not in Good Standing please contact us and we can assist you in filing the documents to bring your company back into Good Standing.

Non-payment of annual government fees will make the offshore company lose its status of good standing. The IBC will also incur late penalties and possible legal consequences.

An IBC, which is struck-off the Registrar shall remain liable to any due and unpaid fees. Such company also remains liable to all its debts and obligations. Any creditor may legally raise a claim against a struck-off company for debts and pursue the collection of those debts through litigation. A struck-off company may not legally continue to trade or enter into any new transactions, and its directors, shareholders, managers and owners may not enter into any transactions with the assets of the Company. If they do, they are personally liable for any debts or legal consequences resulting from such transactions.

Striking-off an International Business Company means that all its assets and funds are legally frozen until the IBC is restored in good standing - or until legally wound-up.

It is possible to restore a company after it has been struck-off the Registrar, but government fees and fines will apply for restoration. These reinstatement fees will be in addition to all unpaid agent fees and penalties. In addition, professional fees will also apply if a struck-off IBC has to be reinstated in good standing.

Good Standing Status

To remain in Good Standing your company needs to be properly constituted under the relevant Companies Act, up to date with its filings, fees and requirements under the Act and the register of directors and shareholders needs to be properly maintained by the registered agent. We can assist and ensure your company maintains a Good Standing status.

Loss of Good Standing Will Damage Your Ability to Do Business

All corporations should be aware of the serious consequences that losing good standing status can have, including these actions:

  • Possible loss of access to the courts. This may be one of the most serious consequences and one that many are not aware of. In many states, a company that is not in good standing may not bring a lawsuit in that state until good standing is restored.
  • Difficulties in securing capital and financing. Most lenders view a loss of good standing as an increased risk and may not approve new financing to a company that is not in good standing.
  • Tax Liens. Adverse entity status due to non-payment of taxes can result in a tax lien. Lenders are extremely wary of tax liens since they take priority over other liens.
  • Loss of name rights. Once an entity loses its good standing status, it risks losing the right to use its name in the state. Other companies may be able to acquire the rights to its name while a company is sidelined due to loss of good standing.
  • Administrative dissolution or revocation. In a worst-case situation in which a business repeatedly fails to respond to requests for required filings, the company can be administratively dissolved by the home state or revoked by the foreign states.
  • Fines and penalties. States impose fines and penalties on companies that don’t comply with the requirements that led to the loss of good standing. These can quickly add up, as cash-strapped governments have been steadily increasing their fines and penalties.
  • Personal liability. In addition to fines and penalties levied on a company not in good standing, some states also hold individuals personally liable for conducting business on behalf of a company while it has a “revoked” status. These penalties can be severe and levied on each officer, director or employee who knowingly acted on behalf of the non-complying company.

Seychelles - Not in Good Standing

Non-payment of annual government fees will make the Seychelles company lose its status of good standing.

Late payment of the Government duties in Seychelles will result in a 50% penalty, if the payment is over 90 days late. After that time, the Registrar of Companies will proceed to strike-off the company from the Registry for non-payment.

If an IBC has been struck off the Registrar of companies, it can be restored by paying the following applicable fee plus all the licence fees due by the date of restoration:
(i) $300.00 if application for restoration is made within 6 months immediately following the company being struck off the Register; 
(ii) $600.00 if application for restoration is made after 6 months immediately following the company being struck off the Register.
Upon request the Registrar can issue a Certificate of Good Standing for any existing IBC and such certificate will confirm that the company does legally exist.

Belize Company Not in Good Standing

The non-payment of annual government fees will make your offshore company lose its status of good standing.

The Registrar of Companies will then add late penalties and then proceed to strike-off your company from the Registry, for non-payment of fees.

To restore your company:

  • First we need to obtain a Company Search from the companies registry to obtain details of the latest filings, and establish what fees are owed to the companies registry.
  • The companies registry also have a reinstatement fee which must also be paid.
  • The registered agent of your company will also need to be paid any outstanding fees owed.
  • We can then become your registered agent and ensure that your company is kept in good standing

In Belize the registry label your company as not active if, the government fee is not paid on time.

BVI - Not in Good Standing

The non-payment of annual government fees will make your offshore company lose its status of good standing. The Registrar of Companies will then add late penalties and then proceed to strike-off your company from the Registry.

To restore your company:

  • First we need to obtain a Company Search from the companies registry to obtain details of the latest filings, and establish what fees are owed to the companies registry.
  • The companies registry also have a reinstatement fee which must also be paid.
  • The registered agent of your company will also need to be paid any outstanding fees owed.
  • We can then become your registered agent and ensure that your company is kept in good standing

In the BVI the registry label your company as not active if, the government fee is not paid on time.

Gibraltar - Not in Good Standing

As part of the new policies in Gibraltar, Companies House now require that all companies file their balance sheets in order to remain in Good Standing.

Marshall Islands - Not in Good Standing

Non-payment of annual government fees will make your Marshall Islands company lose its status of good standing. There is an Annual Maintenance Fee payable to the Registry which varies depending on the company type, there are no annual document filings.

Nevis - Not in Good Standing

All the outstanding fees to the current Registered Agent and also to the government fees including Renewal and penalty fees will need to be paid. The company will also need to be renewed with the Nevis Financial Services to bring the company back into Good Standing. Upon confirmation from the current registered agent that all fees have been paid a Certificate of Good Standing could be provided.   

UK - Not in Good Standing

UK Companies House will only issue a Certificate of Good Standing if the company’s annual return and accounts are filed up to date.

If you submit company accounts and reports late, the UK Law imposes a penalties. The level of the penalty depends on how late the accounts reach Companies House. Failure to pay the late filing penalty will result in enforcement proceedings.

Your Company's Registered Agent

Your company requires a registered agent in the country, where it was registered.

We provide a comprehensive registered agent services for our clients, using our experience to ensure you are aware of legal requirements that can impact your company.

Our registered office service ensures your company meets annual filing deadlines and pays government licence fees on time, late filing will your company's good standing status and incurs penalty charges from the Registry.

Our Registered Agent Service includes:

  • A physical address in the jurisdiction
  • We are responsible for receiving important legal documents on behalf of your company
  • The registered agent's address is a matter of public record
  • We assist with the ongoing compliance requirements
  • Ensure your company keep its good standing status

Request to Change Agent

Our Registered Agent service provides expert management of important business communications from the registry and includes our managed annual report filing service, to ensure documents are filed on time. Please complete our enquiry form and we will verify details and get back to you with the options. We will then get a resolution drawn up, signed by yourselves and filed with the registry to make ourselves the registered agent for your company.

If your company is not in Good Standing, we can get the company restored and back into Good Standing.

To do this we have to get a resolution drawn up to become the registered agent of your company.

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