BVI Company Restoration
Do you need it restored to unfreeze assets or continue trading? Contact us for an expert and reliable BVI company restoration.
If your company was struck off the register at the British Virgin Islands Registry of Corporate Affairs all its assets are held by the registry until your company is restored. Once your company is restored to the register it is considered to have never been struck off, all assets and property held by the registry are returned to the company name, and accessible for directors. To restore a company to the register a BVI company restoration is required, along with payment of all outstanding licence fees, penalties and restoration fees.
We can assist with every step of the application process to have your company restored.
BVI Administrative Company Restoration Procedure
An administrative company restoration is submitted to the BVI Registry of Corporate Affairs if the company was struck off the register less than 6 years ago. A successful application requires the following documents and procedure to be met:
- The application must be made within a 6 year period following the dissolution of the company.
- A shareholder or director must swear an affidavit stating the circumstances surrounding the non-payment of fees and stating that the company has assets and/or is still trading
- The company register must confirm in writing that assets are still held in the company’s name
- A certified copy of the title of property or bank statement
- Copy of a company search from the Registry of Corporate Affairs confirming the company has was dissolved
- Copy of the Certificate of Incorporation
- File the register of directors (since March 2017) with the BVI Registry
- Filing of the application with the Court if necessary
If the company has been struck off the register for over 6 years the company is dissolved and an application to the BVI Court will be required.
BVI Court Restoration
Restoring a BVI company that was dissolved over 6 years ago will require authorisation from the commercial Courts. An application to the court must be made within a 10 year period following the dissolution of the company.
Court Order restoration followers the same procedure as administrative restorations, apart from additional legal fees, which are:
- Payment of Financial Services Commission legal costs
- Filing at High Court Registry
- Attending Court hearing
After 10 years of being dissolved a company cannot be restored to the BVI Register and all assets ceased by the BVI government.
Inactive or Struck OffIf your BVI company has unpaid licence fees less than a year old it will have an Inactive Status at the Registry of Corporate Affairs, therefore the company is not in Good Standing, but has not yet been struck off. Your company must pay its licence fee and the appropriate penalties in order for it to be restored. While your company is inactive:
- No Certificate of Good Standing or Certificate of Incumbency can be issued.
- No filings can be made with the BVI Registry.
- The Registrar sends a notice warning the company that it will be struck from the BVI Register in 30 days.
- Neither the company nor any directors or shareholders may carry on any business or in any way deal with the assets or affairs of the company.
- It does not affect the liability of any of its shareholders and directors. Nor does it prevent the company from incurring liabilities, or any creditor from making a claim against the company.
Late Filing Penalties
After the application is made to the registry or 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 that amount is settled a Certificate of Restoration will be issued.
A company that fails to pay its licence fee will incur a 10% penalty automatically, with this penalty increasing to 50% if the licence fee still remains outstanding 6 months later.
BVI Restoration Timescales & Fees
- Time – Administrative restoration takes 3 weeks. Court Restoration takes 6 months.
As of 2018 the following will be required for the BVI Administrative Company Restoration
- Provision of Registered Office and Resident Agent – £420
- BVI Government fees and penalties per year struck off – US$525
- Drafting Resolution to appoint new BVI registered agent – £120
- The filing fee to appoint new registered agent – US$150
- Certified Documents to the BVI Registry – £70
- Certified Documents to the BVI Registered Agent – £70
- Registered Office and Resident Agent fee per year struck off – £420
- 4% Transfer fee – for penalties, fees and charges to the BVI – to cover exchange rate changes, bank charges and fees
- Due Diligence Fee – per Director & Shareholder – £80
- Company Search – £112
- Government Fee – US$450
- Company Secretary if required – £400
- Directors Register Maintenance – £175
For a Court Restoration, there are these additional fees
- BVI Legal fees to be paid by the Company, which includes preparation of documents, filing at High Court Registry, and attending court US$2500 – US$4500
- BVI Financial Services Commission court restoration fee US$2500
- Lawyers Draft Affidavit Charged at Cost – TBA42
Company Directors and ShareholdersWhen a BVI company is restored, the previous Directors, Company Secretary, Shareholders and Registered Office are automatically assumed to have continued.
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 BVI company reinstatement. We can organise the transferring of registered agent on your behalf.