BVI Company Restoration
If your BVI 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 companies filings up-to-date and pay any outstanding licence fees and penalties.
Once your 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.
BVI Company Restoration fees
Our fee, from £1600
Removal of Strike off notice
- Obtain a search from the BVI Registrar of Corporate Affairs to check status – US$180
- BVI Government fees and penalties per year – US$675
- Compliance + BOSSE statutory filing fee US$750
- Filing fee to appoint new Registered Agent – US$150
- Transfer in BVI company fee – US$480
- Resolution to appoint the new BVI Registered Agent – US$100
- BVI registry form R303 fee – US$150
- BVI Financial Services Commission restoration fee US$1,500
- Registered Office and Resident Agent fee per year struck off – £480
- Annual fee of the new Registered Agent – £480
- Annual Directors Register Maintenance – £180
- Due Diligence Fee – per Director & Shareholder – £80
- Outstanding fines and penalties notice – £75
- 3% Transfer fee – for penalties, fees and charges to the BVI – to cover exchange rate changes, bank charges and fees
A BVI company which is in strike off can be restored to the register by an Administrative Restoration.
Legal Costs & Expenses for a High Court Restoration
A court restoration is required when your company has a Dissolved status with the BVI Registry.
- 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
- Advertisement in the BVI Gazette Notice, if needed – US$75
- BVI agents fee for arranging the restoration
- Pay the annual government fees and penalties as if it had remained active
- 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
Registrar’s Penalty fees
- 2001 – 2017: $525 / year
- 2018 – 2021: $675 / year
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.
Restoring a Dissolved BVI Company
Once a BVI Company has Dissolved status, it has to be restored through and application made to the BVI High Court. This, currently (2022) takes approximately 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. In exercising its discretion to restore a dissolved company, the BVI High Court will consider whether it is in the interests of justice to do so.
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.
BVI High Court Restoration
A BVI company that has been in strike off for more than 7 years from the official Strike off date will de dissolved. 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
Restoring a BVI company that has been dissolved will require an application to be made to the Court, the application to the Court must be made within 10 years following the dissolution of the company, after 10 years of being dissolved a company cannot be restored to the BVI Register.
There is a common and understandable misconception that strike off and dissolution are the same, but in the BVI that is not the case, contrary to the position in England and other jurisdictions, where companies are struck-off and dissolved simultaneously. The strike off date is not the reference date for the 10 year cut off for restoration, it is the dissolution date. Where a company has been struck-off, it is not dissolved until 7 years after strike off
An Example: The company has a strike off date of 2008, therefore it was subsequently dissolved 7 years later in 2015. The court application to restore a dissolved company must be submitted within the 10 years from 2015, the dissolution date
Inactive BVI Company Status
If your BVI company has unpaid licence fees of less than one year it will have an Inactive Status at the Registry of Corporate Affairs, therefore the company is not in Good Standing, but is not yet in Strike 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, whilst your BVI company is inactive.
Transferring BVI 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 will organise.
Company Directors and Shareholders
When a BVI company is restored, the previous Directors, Company Secretary and Shareholders are automatically assumed to have continued.