Many people think that once the company has been dissolved, wound up or struck off, you cannot restore it to the register. This is a common misconception because you can. If your company in the BVI has been struck off or dissolved, we can assist you having it restored to the register at Companies Register. Our experienced staff will work to restore your dissolved or struck off company quickly and sympathetically with minimum hassle, ever mindful of the urgency and distress that is often involved.
To restore or reinstate a struck off or dissolved company and continue trading you need to bring all of the company’s affairs up to date. It is sometimes possible to make an application to release frozen cash or assets and immediately strike the company off again, which is less onerous and often more economically viable, as it avoids a full company restoration.
As a professional accounting firm and company secretarial service agent we can assist you with the procedure for application to the Treasury solicitor and Registrar of Companies. We will deal with all of the legal matters and appoint experienced solicitors to submit your application to Court and the Registrar of Companies on your behalf.
A member or creditor can apply within 20 years of dissolution (longer in certain cases). If the dissolution was voluntary (not struck off by Companies Register) any of the people who made the original application for dissolve the company may apply.
The Registrar may consider a company to be defunct if annual returns and accounts are not filed on time. If this is the case, he may invoke the strike off procedure which consists of sending a series of warnings to the company’s registered office. If no reply is received within a specified time limit a notice will be published in the gazette stating that at the expiration of three months, unless cause is shown to the contrary, the name of the company will be struck off the Companies Register and the company will be dissolved. Very often, companies fail to notify the Registrar of a change of registered office resulting in companies being struck off without their knowledge.
In order to recover its assets and continue trading the company must be restored to the Companies Register. Upon restoration, if the company’s assets have been disposed of, the company is entitled to an amount equal to the value of the assets as at the date of the disposition.
The company or any member or creditor may apply to the court for restoration if the company was struck off at the instigation of the Registrar of Companies. If the company was struck off on the application for voluntary striking off by the Directors, any of the parties who must be notified of the application for voluntary striking off, e.g. the members, existing and prospective creditors, employees, managers or trustees of any employee pension fund and any Directors who have not signed the application form for striking off, may apply to the court for restoration.
An application for restoration must be made within twenty years of the date of dissolution. The court will require affidavit evidence explaining why the company came to be struck off the Companies Register.
The Registrar of Companies will normally ask for the delivery prior to restoration of any annual returns, accounts or other statutory documents necessary to bring the public file of the company up to date.
Upon delivery for registration of an office copy of the Order to the Registrar of Companies, the company will be deemed to have continued in existence as if its name had not been struck off the Companies Register and dissolved.