Closing Down a British Virgin Islands (BVI) Business Company

Overview

There are two ways a company can be closed:

1. Formal liquidation
2. Striking-off the Companies Register

If the company has been active, possibly with outstanding assets or liabilities and the directors wish to have a proper discharge from their duties, then placing the company into voluntary liquidation and appointing a liquidator to wind up the business is the preferred choice.

If the shareholders and directors are satisfied there are no assets or liabilities remaining in the company, and it has not been considered an active business, they can request the company be struck from the Register. This is the quickest and least expensive option.

Striking Company off the Companies Register

A company may be struck off the register if the Registrar has reason to believe that a company is no longer trading or if the requisite fees have not been paid. In a voluntary striking, we advise the Registrar that the company has ceased trading and that the company has no assets or liabilities. Striking does not absolve directors of any ongoing liability, nor does it prevent the company from being reconstituted by petition to the court. After a continuous period of 10 years without any claim or petition, no further claims may be made against the company or its officers.

Voluntary Winding up of Company

A company may be wound up voluntarily if the company has passed a special resolution requiring the company to be wound up voluntarily.

Once the company is placed into liquidation, it shall cease to carry on business, except for actions in its beneficial winding up. Further transfers of shares are precluded, except any transfers made to or with the sanction of the liquidator.