Closing a BVI Company – BVI Company Dissolution

If you no longer require your British Virgin Islands company and wish to have it struck off the register, we can assist with the Company Dissolution.

There are 2 options to dissolve your BVI company:

Cease to Operate Filing

is for the closure of an inactive BVI company and can be arranged for a company that is non- trading, has no creditors and is free from all assets and liabilities. It involves applying to the Registrar to strike the company off on the grounds that the company is not conducting business. Once approved, the Registrar will issue a Strike-Off notice and after a minimum period of 90 days, the company will be struck off and dissolved. This process is quicker than a formal liquidation, and a lot less expensive, as there is no requirement to appoint a BVI liquidator, however it is important to note that the Registrar will not issue an official Certificate of Dissolution. If there are any unresolved matters, a creditor, director, or shareholder can apply to the court to restore the company within 5 years of dissolution.

Members Voluntary Liquidation

is an official procedure which ensures that, once finalised, the company will not become liable to pay any further annual fees or penalties, and the directors and shareholders will cease to have any further liability in respect of the company. A company can be liquidated under the Act if (i) it has no liabilities or (ii) it is able to pay its debts as they fall due, and the value of its assets equals or exceeds its liabilities.

The process takes 3 months for completion. A qualified, BVI resident liquidator must be appointed, and a declaration of solvency, liquidation plan and appointment of liquidator filed at the Registry. A Notice of Dissolution is advertised in the Official Gazette newspaper in the BVI, and in one other national newspaper where the company traded or held assets.  A voluntary liquidation is the safest, most formal way to close a BVI company, as it provides finality for the company and its directors/members. The Registrar will issue a Certificate of Dissolution upon completion.

A BVI company must be up to date and in good standing prior to filing a Cease to Operate or commencing with a Members Voluntary Liquidation. If there are overdue renewal fees and penalties, they must be paid in full. The Register of Directors, Economic Substance and Financial Annual Return filings must be up to date, and a final compliance review conducted for closure of the company file.

Corporate Documents for Liquidation

• • Directors Declaration of Business Activities
  • Declaration of Solvency
  • Plan of Liquidation
  • Resolution of Members
  • Resolution of Directors
  • Indemnity Letter
  • Appointment of Liquidator
  • Consent to Act
  • Statement of Assets and Liabilities
  • Notarised confirmation letter of non-trading in lieu of foreign newspaper.

Having your BVI company Dissolved

Initially we will undertake a Company Search, this will enable us to provide you with an accurate quote for the subsequent closure

Having your company dissolved in accordance with the BVI Companies Act rather than Struck-Off by the Companies Registry, has the following advantages:

• Maintains the company’s directors and shareholders reputation for future business ventures
• It ensures that a company officially ceases to exist upon completion.
• The statutory duties and liabilities of the directors and shareholders come to an end.