BVI Business Companies Act (Amendment of Schedule) (No. 3) Order, 2018

Maximum penalty for filing Register of Directors – US$5000

BVI Companies that existed prior to April 2016 were given until March 2017 to file the Registers of Directors at the Registry of Corporate Affairs.

Companies that failed to file by this deadline were subjected to escalating penalty fees up to $8,000

The BVI Business Order, 2018 reduced the penalty for late filing to $5,000

Striking of existing BVI companies from the Register for non-filing

The Order provides for the Registrar to strike existing companies from the Register of Companies if they fail to file before 31st December, 2018.

The Registrar will enforce this provision and a notice will be issued to inform affected companies that they will be struck from the Register, if they fail to file by the stated date.

Companies that have not filed 31st December 2018 will be struck from the register on 2 January 2019.

Striking off BVI companies from the Register for non-filing of ROD’s

The BVI Business Companies Act 2004 requires one or more persons to be appointed as the first director(s) of the company within six months of the date of incorporation of the company and requires the initial register of directors to be filed within 21 days of the appointment of the first directors.  A penalty is imposed if the filing is done outside of the 21 days.

The Registrar will strike the name of the company from the Register if the company fails to file any annual return, notice or document required to be filed under the Act.

In exercise of this power, companies incorporated between the period of April 2016 and March 2018 will also be struck from the Register if the directors are not filed on or before December 2018.

After 31 March 2018 will be liable to being struck from the Register, where directors have not been filed within 9 months of the incorporation of the company.

Restoration of Struck off Companies

Effective January 1st, 2019 companies incorporated after 1 April 2016, that have been struck from the Register for non-payment of fees or for any other reason, and have not filed directors must file and pay all outstanding fees and penalties along with the application for restoration in order to be restored to the Register.

BVI Certificates of Good Standing

A company that has not filed its list of directors is not in Good Standing and therefore will not be eligible to receive a BVI Certificate of Good Standing.