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 to Good Standing and continue trading you will need to bring the company’s filings up-to-date and pay any outstanding license 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 – 2022: $675 / per year
• 2023 – 2024:  $825 / per year

Economic Substance filings commencing June 2020 –  £480 per year outstanding

Financial Annual Returns commencing year end Dec 2023 – £280 per year outstanding 

2025 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: £280
• Compliance fee: £200
• Annual Return: £280

AMENDMENTS TO THE BVI BC ACT AND REGULATIONS

• A company that is dissolved requires restoration via the court process.   In addition to the payment of outstanding license fees, penalties, restoration costs and  legal fees a dissolution 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 Companies will  automatically be dissolved after the 6-month period in strike off..  A court restoration is required when your company is dissolved, which must be carried out within 5 years of the dissolution date.

• BVI Financial Services Commission Restoration fee: US$4600
• Estimated lawyers’ legal fees: US$5500
• FSC fee US$1,000
• Dissolution penalty $5000
• Advertisement in the BVI Gazette Notice: US$75
• BVI agents fee for arranging the restoration US$1000
• Payment of all the outstanding annual government fees and penalties
• 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 Affidavit, compilation of the Exhibit documents, Statement of Truth

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 and up to date.

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:

• • Copy 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 an 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 other than for the purpose of enabling newly discovered assets to be distributed by the company or there are outstanding claims against the company.

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 Supreme Courts and that application must be made within 5 years of the dissolution date.

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.

Link to upload Due-Diligence