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.

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.

Registrar’s fees with penalties – per year outstanding

• 2001 – 2017: $525 / per year
• 2018 – 2023: $675 / per year

2024 Renewal Annual fee for the BVI Company  –

• Registered Office and Resident Agent fee: £560
• Company Secretary recommended: £400
• Government Renewal fee: US$675
• Economic Substance Filing fee: £480
• Shareholder & Directors Register Maintenance: £180
• Compliance fee: £200

AMENDMENTS TO THE BVI BC ACT AND REGULATIONS

• Companies that were struck off on January 1, 2023 (“existing struck off companies”) will only have until June 30, 2023, to be restored with the Registry.
• To restore a company, an application must be filed with the Company Registry, and the Registered Agent must provide a declaration that the company’s records are up to date.
• If an existing struck-off company is not restored by June 30, 2023, it will be dissolved on the following day July 1, 2023. The registered agent will automatically resign.
• To restore an existing struck-off company that dissolved on July 1, 2023, an application must be submitted to the BVI Courts. In addition to license fees, penalties, restoration and legal fees a penalty of US$5,000 will be imposed on the Company.

Legal Costs & Expenses for a High Court Restoration

Under the BVI Business Companies (Amendment) Act 2022 struck off companies will be automatically dissolved for non-payment of their license fees after the 6-month period.  A court restoration is required when your company has a Dissolved status. We make an application to the Courts to restore your company to the Register.

• 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
• Dissolution penalty $5000
• 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 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 will apply of US$5000 with $150 filing fee. Your BVI company search will reveal whether or not this has been filed.

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:

• • 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.

Notice of the application for restoration must be provided to:

• The Registrar;
• The Financial Secretary of the Ministry of Finance

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.

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 5  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

Company Directors and Shareholders

When a BVI company is restored, the previous Directors and Shareholders are automatically assumed to have continued.

BVI Business Companies (Amendment) Act, 2022

Striking-Off and Dissolution of Companies
With the new amendments, a company that is struck off the register will be dissolved on the date that the Registrar publishes a striking off notice in the Gazette. Prior to effecting such striking off (to be followed by dissolution), the Registrar will provide a defaulting company up to a period of 90 days within which to bring itself into good standing.

The period within which a company that has been struck off and dissolved can apply to the Registrar or the High Court to be restored has also been reduced from seven years to five years. The amendments prescribe different criteria for applications for restoration through the Registrar and the High Court.

Legacy Companies
– that is, existing struck-off companies and existing dissolved companies as of 1st January 2023

Struck off Legacy Companies<

As of the effective date, existing struck-off companies which had seven years within which to apply to the Registrar to be restored to the register will now have a maximum of 6 months (to June 30th, 2023) to apply to the Register to be restored. However, if the period within which an existing struck-off company may be restored to the register falls anywhere between 1st January and 30th June 2023, it is that period that will apply. For example (applying the 7-year rule), if Company A‘s maximum period of restoration falls on 15th March 2023, then Company A can only be restored to the register by the Registrar if the application for restoration is received on or before 15th March 2023 – not 30th June 2023. If, on the other hand, Company A’s maximum period of restoration falls on any date after 30th June 2023 (e.g. 15th September 2023), then Company A can only apply to be restored to the register by the Registrar (after the effective date) up to 30th June 2023 – not beyond. If an existing struck-off company fails to apply within the specified period to be restored to the register, it is deemed to be dissolved on the day following the end of the specified period.

Dissolved Legacy Companies

In a similar fashion, a company that was dissolved prior to the effective date has only five years within which it can apply to the High Court to be restored to the register. However, if the period within which such an existing dissolved company falls anywhere within the 5-year period from the effective date (that is, 1st January 2023 and 31st December 2027), it is that period that applies. For example, if an existing dissolved Company B’s maximum period for restoration falls on 10th June 2025, then Company B has only up to that date within which it can apply to be restored to the register – not 31st December 2027. If, on the other hand, Company B’s maximum period of restoration falls on any date after 31st December 2027 (e.g. 10th June 2029), then Company B can only apply to the High Court to be restored to the register (after the effective date) up to 31st December 2027 – not beyond.

Link to upload Due-Diligence