BRITISH VIRGIN ISLANDSProcedure for Voluntary Liquidation or Dissolution of a BVI company under the BVI Business Companies Act
This memorandum addresses the usual manner in which a solvent voluntary liquidation or dissolution of a British Virgin Islands company proceeds. The discussion is subject to the particular provisions of the Memorandum and Articles of Association of any company seeking a voluntary liquidation.
Where a company is not a regulated entity and has no liabilities and is able to pay its debts as they come due, a voluntary winding up and dissolution may be commenced by a resolution of directors.
Where it is proposed to appoint a voluntary liquidator, the directors of the company shall
(a) make a declaration of solvency in the approved form stating that, in their opinion;
a. the company is and will continue to be able to discharge, pay or provide for its debts as they fall due; and
(i) a notice of his appointment in the approved form, (ii) the declaration of solvency made by the directors, and (iii) a copy of the liquidation plan; and
(b) within 30 days of commencement of the liquidation, advertise notice of appointment in the manner prescribed. A liquidation commences when the notice to appoint the voluntary liquidator is filed with the Registrar of Corporate Affairs (“Registrar”) in the British Virgin Islands. The advertisements notifying of the appointment must be placed in a newspaper in the BVI as well as in a newspaper in the jurisdiction outside the BVI where the company has its principal place of business. The liquidator needs to be an individual, need not be resident in the British Virgin Islands and should not be connected with the company. Certain individuals are disqualified from acting as a voluntary liquidator and these include, among others, an individual who has acted as a director or acted in a senior management role or has so acted in the 2 previous years. Once the Plan is authorised by members, and the liquidator appointed, the liquidated undertakes its duties which include: (a) take possession of, protect and realise the assets of the company; (b) identify all creditors of and claimants against the company; (c) pay or provide for the payment of, or to discharge, all claims, debts, liabilities and obligations of the company; (d) distribute the surplus assets of the company to the members in accordance with the memorandum and articles; (e) prepare or cause to be prepared a statement of account in respect of the actions and transactions of the liquidator; and (f) send a copy of the statement of account to all members if so required. A voluntary liquidator shall, upon completion of a voluntary liquidation, file a statement that the liquidation has been completed and upon receiving the statement, the Registrar shall (a) strike the company off the Register of Companies; and (b) issue a certificate of dissolution in the approved form certifying that the company has been dissolved. Where the Registrar issues a certificate of dissolution, the dissolution of the company is effective from the date of the issue of the certificate. Immediately following the issue by the Registrar of a certificate of dissolution, the person who, immediately prior to the dissolution, was the voluntary liquidator of the company shall cause to be published in the Gazette, a notice that the company has been struck off the Register of Companies and dissolved. Where the company to be liquidated is a regulated entity under BVI law, the prior approval of the Financial Services Commission must be obtained. Other than in the case of a regulated fund, the voluntary liquidator of a regulated entity must be a licensed insolvency practitioner. Where a company has been dissolved an application can be made to the British Virgin Islands court within 10 years of the dissolution to declare the dissolution void and restore the company to the Register. In such cases, the BVI court has indicated that the restoration will only be granted where matters that should have been dealt with as part of the liquidation have been overlooked (assets remaining) or have subsequently arisen unexpectedly. An application to restore a company that wishes to resume trading or commence a new business is unlikely. When a company, which was dissolved, is restored, it is restored to liquidation. What can Waterford do for you? We have acted as advisors and voluntary liquidator for numerous BVI companies over the years. We have played this role in solvent liquidations where companies have had no assets and also in situations where assets were distributed as part of the liquidation process. Our services will include: 1 Drafting and preparing all necessary documents to commence and complete a solvent voluntary winding up; 2 Acting as voluntary liquidator; 3 Distributing property and assets as part of liquidation process; 4 Arranging necessary filings and advertising; and 5 Attending to all incidental and related matters.
Please contact us on info@waterford.sg to arrange a consultation or request a detailed estimate of fees.
- b. the value of the company’s assets equals or exceeds its liabilities.
(i) a notice of his appointment in the approved form, (ii) the declaration of solvency made by the directors, and (iii) a copy of the liquidation plan; and
(b) within 30 days of commencement of the liquidation, advertise notice of appointment in the manner prescribed. A liquidation commences when the notice to appoint the voluntary liquidator is filed with the Registrar of Corporate Affairs (“Registrar”) in the British Virgin Islands. The advertisements notifying of the appointment must be placed in a newspaper in the BVI as well as in a newspaper in the jurisdiction outside the BVI where the company has its principal place of business. The liquidator needs to be an individual, need not be resident in the British Virgin Islands and should not be connected with the company. Certain individuals are disqualified from acting as a voluntary liquidator and these include, among others, an individual who has acted as a director or acted in a senior management role or has so acted in the 2 previous years. Once the Plan is authorised by members, and the liquidator appointed, the liquidated undertakes its duties which include: (a) take possession of, protect and realise the assets of the company; (b) identify all creditors of and claimants against the company; (c) pay or provide for the payment of, or to discharge, all claims, debts, liabilities and obligations of the company; (d) distribute the surplus assets of the company to the members in accordance with the memorandum and articles; (e) prepare or cause to be prepared a statement of account in respect of the actions and transactions of the liquidator; and (f) send a copy of the statement of account to all members if so required. A voluntary liquidator shall, upon completion of a voluntary liquidation, file a statement that the liquidation has been completed and upon receiving the statement, the Registrar shall (a) strike the company off the Register of Companies; and (b) issue a certificate of dissolution in the approved form certifying that the company has been dissolved. Where the Registrar issues a certificate of dissolution, the dissolution of the company is effective from the date of the issue of the certificate. Immediately following the issue by the Registrar of a certificate of dissolution, the person who, immediately prior to the dissolution, was the voluntary liquidator of the company shall cause to be published in the Gazette, a notice that the company has been struck off the Register of Companies and dissolved. Where the company to be liquidated is a regulated entity under BVI law, the prior approval of the Financial Services Commission must be obtained. Other than in the case of a regulated fund, the voluntary liquidator of a regulated entity must be a licensed insolvency practitioner. Where a company has been dissolved an application can be made to the British Virgin Islands court within 10 years of the dissolution to declare the dissolution void and restore the company to the Register. In such cases, the BVI court has indicated that the restoration will only be granted where matters that should have been dealt with as part of the liquidation have been overlooked (assets remaining) or have subsequently arisen unexpectedly. An application to restore a company that wishes to resume trading or commence a new business is unlikely. When a company, which was dissolved, is restored, it is restored to liquidation. What can Waterford do for you? We have acted as advisors and voluntary liquidator for numerous BVI companies over the years. We have played this role in solvent liquidations where companies have had no assets and also in situations where assets were distributed as part of the liquidation process. Our services will include: 1 Drafting and preparing all necessary documents to commence and complete a solvent voluntary winding up; 2 Acting as voluntary liquidator; 3 Distributing property and assets as part of liquidation process; 4 Arranging necessary filings and advertising; and 5 Attending to all incidental and related matters.
Please contact us on info@waterford.sg to arrange a consultation or request a detailed estimate of fees.