Aegis offers streamlined solution for closure of BVI companies - FAQs

Aegis International has extensive expertise in guiding clients through the process of closing British Virgin Islands (BVI) companies. We assist our clients throughout the entire closure procedure, ensuring an efficient transition.

Whether your BVI company has reached the end of its lifecycle, or you need to restructure your operations, our dedicated team is here to support you every step of the way no matter who is the Registered agent. In the sections below, we address the most common questions our clients have regarding the closure of BVI companies.

Question 1: Is it “ONLY” the registered agent of the BVI company who can proceed with liquidation?

Answer: No, according to Section 196B of the Business Companies Act, legal practitioners and voluntary liquidators, in addition to the Registered Agent, can file for liquidation for the company. 

Question 2: When comparing voluntary liquidation with strike off by non-renewal payment and voluntary strike off, what are the advantages of voluntary liquidation?

Answer: Upon completion of liquidation, the company ceases to exist, relieving it of liabilities and legal proceedings from the company, directors and shareholders. In contrast, if the company is struck off by non-renewal payment or voluntary strike off, members, investor and creditors around the global have the option to seek a court order to reinstate the company within five years. During this period, the company must settle all debts, penalties, and outstanding annual fees. 

For more information on the differences between liquidation and strike off, please refer to appendix 1.

We are currently providing a completed liquidation package to our clients. Please contact us for further questions or quotation.

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Appendix 1

In response to various circumstances, the company can generally terminate a company through the following approaches:

1. Failure to pay annual license fees within the specified period leading to strike off and dissolution, commonly known as "non-renewal strike off" or by directly filing with the British Virgin Islands Financial Services Commission (BVIFSC) to have the company struck off from the register, typically referred to as "Voluntary strike off"

2. The company can apply for filing of voluntary liquidation, provided that the company is solvent, meaning its assets exceed liabilities, or the company has no assets or liabilities.
   

However, both termination approaches have their own features, as outlined in the table below:

Voluntary liquidation	“Non-renewal strike off” & “voluntary strike off”
Cost incurred
§  Incurs liquidation costs and associated penalties, such as fees for the liquidator and publication costs.	§  If the company opts for strike off without payment, no charges will be incurred. §  If the company opts for voluntary strike off, will incur strike off filing fee.
Time Required
§  Typically, voluntary liquidation takes around six to eight weeks from document preparation, initial filing, publication in the gazette to receiving the Certificate of dissolution.	§  If a company is struck off due to non-payment of annual fees, the official strike off date will be six months after renewal due date. §  In the case of voluntary strike off, the strike off certificate can only be issued after ninety days.
Potential risk of liabilities
§  Upon completion of voluntary liquidation, all debts should have been settled, relieving directors from concerns about creditor actions.	§  During penalty and strike off periods, as well as for five years following the entity's dissolution, companies and their senior officers may be held accountable.
§  Voluntary liquidation ensures that company directors and shareholders are only liable for actions or omissions prior to the liquidation date.	§  A struck off and dissolved company is legally restricted from conducting any business. The company, its directors, members, liquidators, or receivers are prohibited from engaging in legal proceedings, making claims, or asserting any rights on behalf of the company.
§  When the Certificate of dissolution is issued, the company ceases to exist, no longer bearing liabilities or being subject to lawsuits.	§  Creditors can seek a court order to restore the company within five years, during which the company must settle all debts, accrued penalties, and outstanding annual fees.
Other Considerations
§  Due to the formal process involved in voluntary liquidation, it must be administered by a qualified liquidator. This ensures that the company is formally terminated in a compliant, procedural, and effective manner.	§  As strike off does not require assistance from a professional liquidator, company directors are responsible for ensuring compliance with all requirements.
§  Once formal liquidation is completed, creditors can no longer take any legal actions against the company, including involuntary liquidation.	§  If creditors find that the company has not been struck off through proper procedures or have valid grounds to challenge the strike off, they can apply to the court for the restoration of the company, which must then settle all debts, accrued penalties, and outstanding annual fees.