BVI Company Restoration
If your British Virgin Islands company is in Strike Off or has been Dissolved, we can assist you with having it restored to the Companies Register.
To restore your company back to Good Standing and continue trading you will need to bring the company’s filings up-to-date and pay any outstanding licence fees and registry penalties to the Registry of Corporate Affairs.
Once your BVI company has been restored to the register it is considered to never have been struck off and deemed to have been in continuous existence since incorporation.
AMENDMENTS TO THE BVI BC ACT AND REGULATIONS, 2022 Effective date: January 1, 2023
The BVI government has just approved important amendments to the BVI Business Companies Act 2004 that will come into force on January 1, 2023:
Struck off and Dissolution
The new legislation abolishes the 7-year struck off period and introduces a new process for struck off companies to be automatically dissolved for non-payment of their license fees.
As of January 1st, 2023 we are no longer able to file forced transfer by lawyer of struck off companies. When a company is struck off an application has to be made to the Registry for restoration and the current Registered Agent has to provide a declaration on their letterhead to be uploading with the filing by the lawyer.
BVI Company Restoration fees
We can restore your struck off BVI company to the register, by an Administrative Restoration.
An active BVI company can become struck off the Register of Companies for various reasons including failing to comply with regulatory requirements and not paid its annual fees, or its last registered agent had resigned and the company hasn’t appointed a new registered agent.
- Our Service fee for the Restoration – including liaising with the Financial Services Commission and the BVI Registrar of Companies : from £1600
- BVI Financial Services Commission restoration fee: US$1500
- BVI Government fees and penalties per year: US$675
- Compliance + BOSSS statutory filing fee (filing Economic Substance with the International Tax Authorities): US$750
- Resolution to change the new BVI Registered Office and Registered Agent: US$150
- Resolution to appoint the new BVI Registered Office and Registered Agent: US$150
- Registry filing fee to file the Register of Directors: US$100
- Registry filing fee to appoint new Registered Agent: US$150
- Transfer in BVI company fee: US$480
- Obtain a Company Search from the BVI Registrar of Corporate Affairs to check company file & filings: £60
- BVI registry form R303 fee: US$150
- Registered Office and Resident Agent fee per year struck off: £560
- Annual Directors Register Maintenance: £180
- Due Diligence fee – per Director & Shareholder: £80
- Calculation of the outstanding fines and penalties notice by the BVI Registrar: £75
- Seal and pliers for Seal Impression: £80
- 2% Transfer fee – for penalties, fees and charges to the BVI – to cover exchange rate changes, bank charges and fees
- Penalty for failure to file copy of register of directors – up to US$5000
Registrar’s Penalty fees –
- 2001 – 2017: $525 / per year
- 2018 – 2022: $675 / per year
2023 Renewal Annual fee for the BVI Company –
- Registered Office and Resident Agent fee: £560
- Company Secretary recommended: £400
- Government Renewal fee: US$550
- Economic Substance Filing fee: £480
- Shareholder & Directors Register Maintenance: £180
- Compliance fee: £200
Legal Costs & Expenses for a High Court Restoration
A court restoration is required when your company has a Dissolved status with the BVI Registry. We make an Application to the Courts to restore a company to the Register after 12 months of dissolution by voluntary liquidation or if the statute of limitation for restoration has expired. Under the BVI Business Companies (Amendment) Act 2022 the new process for struck off companies to be they are automatically dissolved for non-payment of their license fees so, a Court Restoration will be required after the 6-month period.
- BVI Financial Services Commission Restoration fee: US$2500
- High Court filing disbursements, and they may be more depending on the number of documents in total: US$2,090
- Draft and file the Notice of the application for restoration
- Provide the Registrar and the Financial Secretary of the Ministry of Finance with copies of the notice
- Prepare the papers for the the Court application
- Advertisement in the BVI Gazette Notice: US$75
- BVI agents fee for arranging the restoration
- Payment of all the annual government fees and penalties
- Resolution to appoint the new BVI Registered Agent
- BVI Government fee
- Resolution to restore company
- Certified documents to the BVI Registry
- Certified documents to the BVI Registered Agent
- File the Registers of Directors with the BVI Registry
- Serving documents and communicating with on the Registrar of Companies
- Drafting the documents and one court hearing for a straight forward application
- Fling the application with the court if necessary
- Arrange attendance court hearing
BVI Directors Register Penalty
If your BVI company failed to file a copy of its register of directors on or before March, 2017 penalties apply, after the end of the period specified this penalty fee is US$1000 a month up to a maximum of US$5000.
Procedure to Remove Strike Off Status
We will obtain a Company Search from the BVI Registrar of Corporate Affairs to show the outstanding penalties and filing fees.
The following are required to restore the company:
- Filing of the Register of Directors and Members Register
- Copy of the title of property or bank statement to show company has assets, if appropriate
- Company Search which shows the current status of the company
- Copy of the Certificate of Incorporation
- Memorandum & Articles of Association
- Payment of the Restoration fee and all outstanding penalties and fees to the Register.
Restoration of a BVI company after its Dissolution
Once a BVI Company has Dissolved status, it has to be restored through and application made to the BVI High Court and can take up to 6 months.
Restoration is a discretionary remedy which allows the BVI High Court to impose conditions, or give directions, on the restoration if it considers it would be appropriate to do so.
For a dissolved BVI company to be restored, a formal application is drafted to the Court requesting the restoration.
Notice of the application for restoration must be provided to:
- The Registrar;
- The Financial Secretary of the Ministry of Finance; and
- If the company was a regulated person, to the Financial Services Commission, as each of these authorities is entitled to appear in the court hearing of the application in order to restore the dissolved company
Generally, it remains difficult to convince the BVI High Court to restore a dissolved company to the Corporate Register otherwise than for the purpose of enabling newly discovered assets to be distributed by the company or claims to be made against it which had not previously been made. Only in exceptional circumstances, would the BVI High Court consider restoring a dissolved company purely so that its owners could resume carrying on business as though nothing had happened.
British Virgin Islands High Court Restoration
The new legislation abolishes the 7-year struck off period and introduces a new process for struck off companies to be automatically dissolved for non-payment of their license fee. Authorisation will be required to restore from the Commercial Courts and that application must be made within 10 years.
After the application is made to the Court and the order granted, the Corporate Registry will indicate the amount of renewal and penalty fees owing in order to bring the company into Good Standing, and once settled a certificate of restoration will be issued.
Court Order restorations require the same documentation as strike off procedure plus additional legal fees, which are:
- Payment of Financial Services Commission legal costs
- Filing at High Court Registry
- Attending Court hearing
- Outstanding filing fees on annual returns
- Penalty for late filings and other penalties
- Court filing fees
- Filing fees to the Companies Registry on the Restoration application
Transfer BVI Registered Agent
A British Virgin Islands 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 will organise.
Maintain BVI Company Records once Restored
Under the BVI Business Companies (Amended) Act, 2022 and the BVI Business Companies (Amendment) Regulations 2022 once your company is restored, we will ensure all the company records are maintained at the registered agent to keep your company compliant.
Company Directors and Shareholders
When a BVI company is restored, the previous Directors, Company Secretary and Shareholders are automatically assumed to have continued.
Link to upload Due-Diligence Link to upload Company Documents