Company liquidation in the BVI
We will take a solvent BVI company out of the register: the solvency declaration and the liquidation plan, an eligible resident liquidator, the filings and the certificate of dissolution.
Claims window
Окно для требований
none in the Act
закон его не задал
Liquidator on island
Ликвидатор на месте
180 days lived there
180 дней проживания
Filing the notice
Подача извещения
US$150
150 долларов
False solvency claim
Ложное заявление
US$10,000 fine
штраф 10 000 $
When you need company liquidation in the BVI
The Act names no claims deadline
There is no single period in which creditors must come forward. The duty runs the other way round: the liquidator has to identify every creditor and claimant of the company.
Your liquidator has to live there
A voluntary liquidator counts as resident only after physically living in the Virgin Islands for at least 180 days before the appointment, continuously or in aggregate.
Two years of liquidations behind them
Eligibility also asks for at least 2 years of liquidation experience, competence for this particular company, and an insolvency licence or a professional qualification.
The annual return keeps falling due
Filings continue until the company is dissolved. A late annual return costs US$300 for the first month and US$200 for every month after, capped at US$5,000.
A wrong solvency claim is an offence
A director who signs off solvency while lacking reasonable grounds to hold that view commits an offence and faces a fine of US$10,000 on summary conviction.
What you get
- The declaration and the liquidation plan drafted
- An eligible liquidator found and appointed
- The notice filed inside its 14 days
- The appointment advertised as prescribed
- The certificate of dissolution in hand
What is required to liquidate a BVI company
Most closings are built around a date creditors have to meet. This one is built around a duty the liquidator has to discharge. The statute never names a period for submitting claims, so the work here is in finding everybody, not in waiting out a clock. Whoever runs it also has to be someone the islands recognise.
Our other work in the islands is on the BVI page, and closings elsewhere are described under closing a company.
What the directors put on paper
- A declaration of solvency in the approved form: the company is and will continue to be able to discharge, pay or provide for its debts as they fall due, and its assets equal or exceed its liabilities.
- A statement of assets and liabilities as at the latest practical date, attached to the declaration.
- The declaration made no more than 4 weeks before the resolution appointing the liquidator.
- A liquidation plan approved by the directors no more than 6 weeks before that same resolution.
- The plan naming the reasons, the estimated time, every liquidator with the remuneration proposed, and whether members receive a statement of account.
Who may be appointed
- An individual with at least 2 years of liquidation experience and the professional competence to liquidate this particular company.
- Someone holding an insolvency practitioner's licence from the Commission, or an appropriate qualification in law or accountancy with experience of advising companies in financial services.
- A person resident in the Virgin Islands, meaning 180 days or more of physically living there before the appointment.
- Where joint liquidators are appointed, at least one has to meet the residence test; the other may live abroad.
What the Registrar's fees add up to
| Filing | Fee |
|---|---|
| Registering the notice of appointment | US$150 |
| Issuing the certificate of dissolution | US$100 |
| Annual return late, first month | US$300 |
| Every month after, up to US$5,000 | US$200 |
The deadlines that do exist
Within 14 days of the appointment the liquidator files the notice of it, the declaration of solvency and a copy of the plan; if that filing is late the resolution appointing them is void. Within 30 days of the commencement the appointment is advertised in the prescribed manner. From the commencement the liquidator has custody of the assets and the directors stay in office with no powers left.
Where the papers end up
The liquidator collects the records the company was required to keep, and at the end passes copies to the registered agent, who holds them for at least 5 years. Dissolution takes effect on the date the Registrar issues the certificate, and the former liquidator then publishes notice that the company has been struck off and dissolved.
Sources: the solvency condition, the declaration, the plan and the US$10,000 offence — sections 197, 198 and 203 of the BVI Business Companies Act; the filings, the liquidator's duties, the dissolution and the fees — its sections 204, 206, 208 and Schedule 1; residence and eligibility — the Amendment Act 2022 and its Regulations.
Stages of work
Testing solvency before anything else
A company qualifies for this route only if it has no liabilities, or can pay its debts as they fall due with assets equal to or above them. We check that against the books before a single document is drafted.
Finding a liquidator who qualifies
The residence test and the experience test narrow the field sharply, and joint appointments are how most groups solve it. Starting the search early is what keeps the timetable honest.
The declaration and the plan
The directors approve the plan and make the declaration in the approved form, with the statement of assets and liabilities attached. The two documents have their own shelf lives, 6 weeks and 4 weeks.
The resolution, and 14 days after it
Members or directors pass the resolution, and the liquidator files the notice, the declaration and the plan inside 14 days. A late filing voids the appointment, so this date is not movable.
Advertising the appointment
Within 30 days of commencement the appointment is advertised in the prescribed manner. This is the public half of a procedure that otherwise runs through the registered agent.
Finding creditors rather than waiting
The liquidator identifies creditors and claimants, realises the assets, and pays or provides for everything owed. Because no statutory window closes the list, the search itself is the safeguard.
The statement, the certificate, the records
The surplus goes to members, the statement of account is prepared, and the liquidator files that the liquidation is complete. The Registrar strikes the company off and issues the certificate of dissolution.
Our case studies
FAQ
Discuss
the Task
Speak to our team
Speak to our team. Tell us about your task –
we’ll help you with it in any jurisdiction.