Closing a BVI Company – BVI Company Dissolution

If you no longer require your British Virgin Islands company and wish to have it struck off the register, we can assist with the Company Dissolution.

We can arrange to have a non-trading company struck off the register through a Cease to Operate filing in accordance with the BVI Companies Act.

The procedure for discontinuation of a non-trading International Business Company is a straightforward and involves preparing and filing a declaration of solvency, signing a declaration confirming that the company has no assets or liabilities, publishing announcements the local media, preparing and filing several resolutions and documents with the Registry.

After a Cease to Operate strike off is completed, there is no more recourse for any creditors against the IBC, neither there is any deferred or potential liability for the directors, shareholders, beneficial owners of the IBC.

Having your BVI company Dissolved

Having your company dissolved in accordance with the BVI Companies Act rather than struck off by the Companies Registry, has the following important advantages:

• Maintains the company’s directors and shareholders reputation for future business ventures
• Is a straightforward process which can be finalised within 4 to 6 weeks.
• It ensures that a company officially ceases to exist upon completion.
• The statutory duties and liabilities of the directors and shareholders come to an end.

BVI Dissolution Process

• We draft a Declaration of Solvency stating that the company will continue to discharge and settle its debts
• We design a liquidation plan for your BVI company dissolution, this plan includes the reasons for the dissolution and the required period to liquidate your company
• We draft the Resolution of Directors and the Resolution of Shareholders
• The Notice of Dissolution is advertised in the Official Gazette newspaper in the BVI,
• All forms are completed; we file the documents with the BVI Financial Services Commission and have the company dissolved
• Once dissolution approved, we forward the confirmation from the Registrar

To start the process and to enable us to give a precise quote we require copies of the company documents, please upload: Company Documents

We will then inspect the company file at the Registry of Corporate Affairs in the BVI.

Cease to Operate Filing

Cease to Operate filing can be arranged for a company that has never traded, or ceased trading, has no creditors, and is free from all assets/liabilities. It involves applying to the Registrar to strike the company off on the grounds that the company is not conducting business (inactive). Once approved, the Registrar will issue a strike off notice and after a minimum period of 90 days, the company will be struck off and dissolved.

This process is quicker than a formal liquidation, and less expensive, as there is no requirement to appoint a BVI resident liquidator.

A cease to operate filing can only be submitted to the Registry when the company is in good standing, and the Economic Substance reports and Annual Return filings are up to date.

A BVI company must be up to date and in good standing prior to filing a cease to operate or commencing with a voluntary liquidation. If there are overdue renewal fees and penalties, they must be paid in full. The Register of Directors, Economic Substance and Financial Annual Return filings must be up to date, and a final compliance review conducted for closure of the company file. Initially we will undertake a Company Search, this will enable us to provide you with an accurate quote for the company transfer and subsequent closure.

British Virgin Islands Company Liquidation

Liquidation under the BVI Companies Act is a voluntary process requiring a resolution of the shareholders or a resolution of directors.

A company may only be liquidated under the Companies Act if it has no liabilities or, where it does have liabilities, it is able to satisfy them in full as they become due for payment and the value of its assets equals or exceeds its liabilities.

Our liquidation service includes:

• appointing agent
• drafting all liquidation documents
• making statutory filings
• publishing statutory adverts
• obtaining the certificate of dissolution

A company can be liquidated under the Act if (i) it has no liabilities or (ii) it is able to pay its debts as they fall due, and the value of its assets equals or exceeds its liabilities. On average, the process takes 12-16 weeks for completion.

A qualified, BVI resident liquidator must be appointed, and a declaration of solvency, liquidation plan and appointment of liquidator filed at the Registry. A notice of dissolution is advertised in the Official Gazette newspaper in the BVI, and in one other national newspaper. The Registrar will issue a Certificate of Dissolution upon completion.

A voluntary liquidation is the safest, most formal way to close a BVI company, as it provides finality for the company and its directors/members.

A company must remain in good standing throughout the duration of the liquidation process, and all KYC, Director filings, Economic Substance filings and Annual Return filings must be up to date before the liquidation can commence.

Fees start from around £5000 for a company free from assets/liabilities, however we can issue an accurate quote upon receipt of a complete documents.

BVI Voluntary Liquidation – £1000

BVI Agent fee – £1150

Appointment & Provision of BVI resident liquidator for:

Company with nil assets and liabilities – £1000

Company with assets and liabilities, starting from – £3000

Final Economic Substance filing – £480

Financial Annual Return filing- £280

BVI Registry discontinuation fee – US$250

Disbursements to make the filings on VIRRGIN and publish statutory adverts in the BVI – US$470

Compliance & Administration fee – £200

Total liquidation fee NIL assets/liabilities = £4700

Total liquidation fee WITH assets/liabilities = £6460