Dissolution

1. Dissolution/Liquidation

The preferred option to properly close an entity with a one time upfront cost (to be confirmed by the Registry). This process requires the entity to be in Good Standing and any outstanding invoices settled. This will close an entity with all loose ends tied up within a few weeks once all due diligence requirements have been met to close the entity. A Certificate of Dissolution document is issued as proof.

2. Cease to carry on business/ Voluntary Strike off

A company may also be struck off if the Registrar is satisfied that the company has ceased to carry on business. In practice, the Registrar will strike a company off on this ground upon application from the company. This option does carry significant risks, as explained below, which should be understood before taking this approach.

All BVI companies must pay an annual fee to the Registry to keep in good standing. If the fee is not paid by the due date, a penalty will first apply. If the annual fee (and penalties) has not been paid by the expiration of the notice of strike-off (notice) issued by the Registrar, giving the company no less than 90 days to pay its annual fee (and penalties), the Registrar will strike the company off the Register of Companies and immediately dissolve it with effect from the date specified in the notice published in the British Virgin Islands Gazette (Gazette).

We can voluntarily petition for the striking off of a BVI BC subject to the provisions of S213 of the Act. We may file the transaction for a company that is no longer doing business in accordance with section 213(1)(b). However, please bear in mind that at the end the company will become administratively dissolve and will not have the same effects as a voluntary liquidation.

Where a company has been dissolved administratively and not by voluntary liquidation a director could become personally liable for debts of the company by failing to take the necessary action to properly liquidate the company and or for any obligations that the company should have undertaken by law which is subject to penalty, if the director fails to do so before the company is dissolved.

 Where the directors of a company fail to properly liquidate a company, the directors of the company may be disqualified from acting as directors in other BVI companies for up to 15 years for failing to act in right and proper manner.

If the directors fail to properly liquidate a company and the company has any debts which the director may have overlooked or forgotten the director or directors of the company may become personally liable for those debts.

Beneficial owners of the company are not considered part of the company unless they are also shareholders, however shareholders liabilities remain limited to debt obligations of the company per their shareholding.

Once all the information has been approved and submitted, it typically takes around 90 days to receive the strike-off confirmation notice from the Registry.

As part of the process, a few documents will need to be signed and mail to the BVI.