We kindly request your careful consideration of the due date that pertains to your company. We want to inform you that effective from January 1, 2023, any company that is struck off the Register will undergo an immediate administrative dissolution.
The table below outlines the specific deadlines by which the Registrar should receive payment. For your reference, "first half" companies refer to companies incorporated between January 1 and June 30, while "second half" companies pertain to companies incorporated between July 1 and December 31.
For "existing struck-off companies", meaning BVI companies that were struck-off before the amendments to the BVI Business Companies Act came into effect on January 1, 2023, that are not restored by June 30, 2023, will undergo an automatic administrative dissolution on July 1, 2023.
A dissolved company can only be restored to the Register by applying to the Registrar or Court.
DISSOLUTION OF EXISTING STRUCK-OFF COMPANIES IN THE BVI
The recent amendment to the BVI Business Companies Act (BVI BC Act) has brought many procedure changes and increased several fees that should be considered.
Companies shall pay their annual fees to the Registry on time to remain in good standing. Not submitting payments before the deadline with this recent amendment will entail surcharges/penalties, leading to the Registry striking off the company of the Register of Companies and undergoing an immediate administrative dissolution. Please refer to the above chart for the corresponding deadlines.
One of the most considerable changes is the new procedure for restoring "existing struck-off companies" (companies struck off before January 1, 2023). As of January 1, 2023, companies struck off before this amendment would be automatically dissolved by July 1, 2023.
After July 1, 2023, the restoration process of a dissolved company will vary depending on several scenarios, which will determine whether the restoration process shall be carried out through the Registry or the Court.
To restore a struck-off/dissolved company through the Registry, besides the payment of all outstanding fees, including restoration fees, the evidence must be provided that the company was carrying on business at the date of its striking off, together with a Registered Agent's declaration stating that the company's corporate and due diligence records have been updated.
If the company's assets were vested in the Crown, consent for restoration from the Financial Secretary would be required.
The Restoration through Court is more complex and will apply in the following scenarios:
if the company was struck off/dissolved the Register following the completion or termination of its voluntary liquidation under the BVI BC Act or liquidation under the Insolvency Act;
if, on the date of dissolution, the company was not carrying on business or in operation;
if, the purpose of restoration is to: (a) initiate, continue or discontinue legal proceedings in the name of or against the company; or (b) make an application for the company's property that has vested in the Crown bona vacantia to be returned to the company;
any other case not falling into the above scenarios and in which restoration cannot be processed through the Registry.
Any existing struck-off company that is dissolved and falls into the above scenarios to be restored through Court will have a penalty fee of US$5,000.00 that should be paid in addition to any other outstanding fees and penalties.
Shall you have any further questions or require assistance, please do not hesitate to contact us at Contact@viss.com.hk.
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