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BVI Company Dissolution

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 process.  This 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.

 

BVI Company Dissolution fees
BVI Company Dissolution£1000
Company Search£80
Annual Return & Filing fee£280
Due Diligence – per Director and Shareholder£80
BVI Registry discontinue feeUS$250
BVI Agent transfer in fee£800
Economic Substance filing: (mandatory)£480
Disbursements to make the filings on VIRRGIN and publish statutory adverts in the BVIUS$470
 2% Transfer fee – for penalties, fees to cover exchange rate changes, bank charges and fees

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.

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

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.

There are 2 options to voluntarily wind up your BVI company:

A Voluntary Liquidation is an official procedure which ensures that, once finalised, the company will not become liable to pay any further annual fees or penalties, and the directors and shareholders will cease to have any further liability in respect of the company. 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 (where the company traded/held assets). 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. If you wish to proceed, please find attached Declaration of the Directors for completion. Please ensure that supporting documents are provided (if necessary). Fees start from around £4500 for a company free from assets/liabilities, however we can issue an accurate quote upon receipt of a completed declaration. The liquidator fee is subject to increase, based on the volume of work involved.

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 (per period, if required) – £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

Cease to Operate Filing Is an alternative for the closure of an inactive BVI company.

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. It is important to note that the Registrar will not issue an official Certificate of Dissolution. It also important to be aware that if there are any unresolved matters, a creditor, director, or shareholder can apply to the court to restore the company within 5 years of dissolution.

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.

BVI Cease to Operate filing – £780

Drafting Directors Resolution & Affidavit – £200

Final Economic Substance filing – £480

Compliance & Administration fee – £200

Financial Annual Return filing – £280

Total £1940

Plus transfer in fees (if required)

BVI Agent / transfer in fee – £2000

Company Search – £220

Compliance & Administration fee – £200

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.