British Virgin Islands: Administrative Strike Off Of A British Virgin Islands Company

The office of the Registrar of Corporate Affairs (the "Registrar") in the British Virgin Islands (the "BVI") has responsibility for the incorporation, striking-off and restoration of struck off companies to the register of companies (the "Register").

Administrative Strike Off of a British Virgin Islands Company

The Registrar may strike a company off the Register on a number of different grounds, including:

  • the failure of a company to appoint a registered agent in the BVI;
  • the failure of a company to file any return, notice or document that it is required to file under the BVI Business Companies Act (as amended);
  • the failure of the company to pay to the BVI Registry of Corporate Affairs (the "Registry") its annual Registry fee or any late penalty payment by the due date (the "Registry Fees");
  • where the Registrar is satisfied that the company has ceased to carry on business or that the company is carrying on business without the requisite licence, permit or authority required under the laws of the BVI; or
  • if the company is regulated under the BVI financial services legislation and has its licence ("FS Licence") cancelled or revoked by the BVI Financial Services Commission (the "FSC").

The Registrar may decide not to strike off a company from the Register if the Registrar has reason to believe that the company should not be struck off, for example because the company is trading or has property. In such circumstances, the Registrar has the power to refer the compny to the FSC for further investigation.

Procedure for administrative strike off

If the Registrar intends to strike a company off the Register, the Registrar must:

  • send the company a strike off warning notice (the "Warning Notice"), to notify the company that, unless the company shows cause to the contrary, it will be struck off the Register on a date specified in the Warning Notice being not less than 30 days after the date of the Warning Notice; and
  • publish a notice of her intention to strike the company off the Register in the BVI Gazette.

If the Registrar does not receive a satisfactory response from the company to the Warning Notice within the time period stipulated in the Warning Notice, the company will be struck off the Register effective from the date the Registrar publishes a notice of the striking of a company from the Register in the BVI Gazette.

The Registrar is not required to send a Warning Notice to a company that has failed to pay its Registry Fees or had its FS Licence revoked or cancelled by the BVIFSC. If a company fails to pay its Registry Fees, the Registrar has the power to strike the company off the Register six months from the date the annual Registry fee was due for payment. The Registrar may also strike the name of a company off the Register upon notification that a company's FS Licence is cancelled or revoked by the FSC.

Effect of striking off

A company that is struck off the Register is not immediately dissolved. The company retains its legal status but is incapacitated. Other than the limited exceptions noted below, whilst a company is struck off the Register, the company and the directors, members and any liquidator or receiver of the company may not:

  • commence or defend any legal proceedings in the name of the company;
  • carry on any business or deal with the assets of the company or act in any way with respect to the affairs of the company; or
  • make any claim or claim any right for, or in the name, of the company.

Notwithstanding the restrictions noted above, where a company is struck off the Register, the company or a director, member, liquidator or receiver of the company may:

  • make an application to the Registrar to restore the company to the Register;
  • continue to defend proceedings commenced against the company prior to the date of strike off; and
  • continue to carry on legal proceedings commenced by the company prior to the date of strike off.

The fact that the company is struck off the Register does not stop the company incurring liabilities or prevent any creditor from making a claim against the company. The strike off of a company does also not affect the liability of the members, directors, officers or agents of the company.

Appeal against the striking-off a company

Any person aggrieved by the striking of a company off the Register by the Registrar, may within 90 days from the date of strike off, appeal to the BVI court. Notice of the appeal must be served on the Registrar who is entitled to appear and be heard at the hearing of the appeal. The Registrar may suspend the operation of the striking off upon such terms as she considers appropriate, pending the determination of the appeal.


A company that has been struck off the Register is automatically dissolved seven years after it is struck off, provided that it has not been restored to the Register in the meantime. For further information on the dissolution of a company, please refer to Carey Olsen's guide on "Dissolution of a BVI company".

Restoration of a company struck off but not yet dissolved

Where a company has been struck off the Register but is not yet dissolved, the Registrar may upon receipt of an application in the approved form and payment of the restoration fee and all outstanding Registry Fees, restore the company to the Register.

If a company was struck off for not having a registered agent, or the struck off company no longer has a registered agent, the Registrar will only restore the company to the Register if a licensed person has agreed to act as registered agent and the Registrar is satisfied that it would be fair and reasonable for the name of the company to be restored to the Register.

An application to restore a company to the Register that is struck off but not dissolved, may be made by the company, or a creditor, member or liquidator of the company within seven years from the date of strike off. For further information on restoring a company to the Register, please refer to Carey Olsen's guide on "Restoration of a BVI company".

Restoring a company administratively stuck off and dissolved

Where a company has been dissolved, an application to restore the company to the Register may be made to the Court by a creditor, a former director, a former member or a former liquidator of the company or any person who can show an interest in having the company restored. An application to restore a dissolved company must be made within ten years of the date on which the company was dissolved. For further information on restoring a dissolved company to the Register, please refer to Carey Olsen's guide on "Restoration of a BVI company".

Potential problems arising out of administrative strike off

There are a number of implications that arise following the striking off of a company from the Register.

  • Property of the company: A company that is struck off the Register will not legally be able to sell or pass title to its assets. If a company is then subsequently dissolved after it is struck off, any property that a company owns at the date of dissolution is transferred into the ownership of the Crown (i.e. the BVI Government), although the property should be returned to the company if it is subsequently restored.
  • Continuing liability for fees and penalties: The striking off of a company does not relieve the company from the payment of its Registry Fees. If there is a need to restore the company at some point in the future, all back fees and penalties will have to be paid to the Registrar as well as the restoration fee. If the company has not filed its register of directors with the Registrar, all fees and penalties (which can be substantial) for non-filing will also need to be paid to the Registrar to restore the company.
  • Continuing liability of members and directors: As indicated above, any liabilities of the members and directors of a company continue, even though the company has been struck off.

Advantages of solvent voluntary liquidation

Directors of a company may actively resolve to stop paying a company's annual Registry fee in order for the company to be administratively struck off the Register. However, for the reasons noted above, there are inherent risks associated with taking such steps. Despite the additional costs associated with solvent voluntary liquidations, when a company's purpose comes to an end, we would advise that a company is voluntarily liquidated and dissolved rather than waiting for the company to be struck off the Register. When a company is voluntarily liquidated its assets are dealt with properly and the voluntary liquidator can commence (and defend) legal proceedings in the company's name (if needed). In addition, the company will cease to be liable for any Registry Fees and any directors' and members' statutory duties and liabilities will come to an end. The company will be dissolved shortly after the liquidation has concluded. For further information on restoring a dissolved company to the Register, please refer to Carey Olsen's guide on "Solvent voluntary liquidations".

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.

To print this article, all you need is to be registered on

Click to Login as an existing user or Register so you can print this article.

Events from this Firm
31 Oct 2017, Conference, Shanghai, China

Siobhan Riley and Russell Clark from our trusts and private wealth departments in Guernsey and Jersey will be attending the China Offshore Summit Series this year.

31 Oct 2017, Seminar, London, UK

This year's Infoline Asset Tracing and Recovery Forum is taking place on 31 October in London.

2 Nov 2017, Conference, Unknown, Jersey

Carey Olsen partner Alexa Saunders has been invited to speak at this year's STEP Jersey Annual International Conference.

In association with
Related Video
Up-coming Events Search
Font Size:
Mondaq on Twitter
Register for Access and our Free Biweekly Alert for
This service is completely free. Access 250,000 archived articles from 100+ countries and get a personalised email twice a week covering developments (and yes, our lawyers like to think you’ve read our Disclaimer).
Email Address
Company Name
Confirm Password
Mondaq Topics -- Select your Interests
 Law Performance
 Law Practice
 Media & IT
 Real Estate
 Wealth Mgt
Asia Pacific
European Union
Latin America
Middle East
United States
Worldwide Updates
Check to state you have read and
agree to our Terms and Conditions

Terms & Conditions and Privacy Statement (the Website) is owned and managed by Mondaq Ltd and as a user you are granted a non-exclusive, revocable license to access the Website under its terms and conditions of use. Your use of the Website constitutes your agreement to the following terms and conditions of use. Mondaq Ltd may terminate your use of the Website if you are in breach of these terms and conditions or if Mondaq Ltd decides to terminate your license of use for whatever reason.

Use of

You may use the Website but are required to register as a user if you wish to read the full text of the content and articles available (the Content). You may not modify, publish, transmit, transfer or sell, reproduce, create derivative works from, distribute, perform, link, display, or in any way exploit any of the Content, in whole or in part, except as expressly permitted in these terms & conditions or with the prior written consent of Mondaq Ltd. You may not use electronic or other means to extract details or information about’s content, users or contributors in order to offer them any services or products which compete directly or indirectly with Mondaq Ltd’s services and products.


Mondaq Ltd and/or its respective suppliers make no representations about the suitability of the information contained in the documents and related graphics published on this server for any purpose. All such documents and related graphics are provided "as is" without warranty of any kind. Mondaq Ltd and/or its respective suppliers hereby disclaim all warranties and conditions with regard to this information, including all implied warranties and conditions of merchantability, fitness for a particular purpose, title and non-infringement. In no event shall Mondaq Ltd and/or its respective suppliers be liable for any special, indirect or consequential damages or any damages whatsoever resulting from loss of use, data or profits, whether in an action of contract, negligence or other tortious action, arising out of or in connection with the use or performance of information available from this server.

The documents and related graphics published on this server could include technical inaccuracies or typographical errors. Changes are periodically added to the information herein. Mondaq Ltd and/or its respective suppliers may make improvements and/or changes in the product(s) and/or the program(s) described herein at any time.


Mondaq Ltd requires you to register and provide information that personally identifies you, including what sort of information you are interested in, for three primary purposes:

  • To allow you to personalize the Mondaq websites you are visiting.
  • To enable features such as password reminder, newsletter alerts, email a colleague, and linking from Mondaq (and its affiliate sites) to your website.
  • To produce demographic feedback for our information providers who provide information free for your use.

Mondaq (and its affiliate sites) do not sell or provide your details to third parties other than information providers. The reason we provide our information providers with this information is so that they can measure the response their articles are receiving and provide you with information about their products and services.

If you do not want us to provide your name and email address you may opt out by clicking here .

If you do not wish to receive any future announcements of products and services offered by Mondaq by clicking here .

Information Collection and Use

We require site users to register with Mondaq (and its affiliate sites) to view the free information on the site. We also collect information from our users at several different points on the websites: this is so that we can customise the sites according to individual usage, provide 'session-aware' functionality, and ensure that content is acquired and developed appropriately. This gives us an overall picture of our user profiles, which in turn shows to our Editorial Contributors the type of person they are reaching by posting articles on Mondaq (and its affiliate sites) – meaning more free content for registered users.

We are only able to provide the material on the Mondaq (and its affiliate sites) site free to site visitors because we can pass on information about the pages that users are viewing and the personal information users provide to us (e.g. email addresses) to reputable contributing firms such as law firms who author those pages. We do not sell or rent information to anyone else other than the authors of those pages, who may change from time to time. Should you wish us not to disclose your details to any of these parties, please tick the box above or tick the box marked "Opt out of Registration Information Disclosure" on the Your Profile page. We and our author organisations may only contact you via email or other means if you allow us to do so. Users can opt out of contact when they register on the site, or send an email to with “no disclosure” in the subject heading

Mondaq News Alerts

In order to receive Mondaq News Alerts, users have to complete a separate registration form. This is a personalised service where users choose regions and topics of interest and we send it only to those users who have requested it. Users can stop receiving these Alerts by going to the Mondaq News Alerts page and deselecting all interest areas. In the same way users can amend their personal preferences to add or remove subject areas.


A cookie is a small text file written to a user’s hard drive that contains an identifying user number. The cookies do not contain any personal information about users. We use the cookie so users do not have to log in every time they use the service and the cookie will automatically expire if you do not visit the Mondaq website (or its affiliate sites) for 12 months. We also use the cookie to personalise a user's experience of the site (for example to show information specific to a user's region). As the Mondaq sites are fully personalised and cookies are essential to its core technology the site will function unpredictably with browsers that do not support cookies - or where cookies are disabled (in these circumstances we advise you to attempt to locate the information you require elsewhere on the web). However if you are concerned about the presence of a Mondaq cookie on your machine you can also choose to expire the cookie immediately (remove it) by selecting the 'Log Off' menu option as the last thing you do when you use the site.

Some of our business partners may use cookies on our site (for example, advertisers). However, we have no access to or control over these cookies and we are not aware of any at present that do so.

Log Files

We use IP addresses to analyse trends, administer the site, track movement, and gather broad demographic information for aggregate use. IP addresses are not linked to personally identifiable information.


This web site contains links to other sites. Please be aware that Mondaq (or its affiliate sites) are not responsible for the privacy practices of such other sites. We encourage our users to be aware when they leave our site and to read the privacy statements of these third party sites. This privacy statement applies solely to information collected by this Web site.

Surveys & Contests

From time-to-time our site requests information from users via surveys or contests. Participation in these surveys or contests is completely voluntary and the user therefore has a choice whether or not to disclose any information requested. Information requested may include contact information (such as name and delivery address), and demographic information (such as postcode, age level). Contact information will be used to notify the winners and award prizes. Survey information will be used for purposes of monitoring or improving the functionality of the site.


If a user elects to use our referral service for informing a friend about our site, we ask them for the friend’s name and email address. Mondaq stores this information and may contact the friend to invite them to register with Mondaq, but they will not be contacted more than once. The friend may contact Mondaq to request the removal of this information from our database.


This website takes every reasonable precaution to protect our users’ information. When users submit sensitive information via the website, your information is protected using firewalls and other security technology. If you have any questions about the security at our website, you can send an email to

Correcting/Updating Personal Information

If a user’s personally identifiable information changes (such as postcode), or if a user no longer desires our service, we will endeavour to provide a way to correct, update or remove that user’s personal data provided to us. This can usually be done at the “Your Profile” page or by sending an email to

Notification of Changes

If we decide to change our Terms & Conditions or Privacy Policy, we will post those changes on our site so our users are always aware of what information we collect, how we use it, and under what circumstances, if any, we disclose it. If at any point we decide to use personally identifiable information in a manner different from that stated at the time it was collected, we will notify users by way of an email. Users will have a choice as to whether or not we use their information in this different manner. We will use information in accordance with the privacy policy under which the information was collected.

How to contact Mondaq

You can contact us with comments or queries at

If for some reason you believe Mondaq Ltd. has not adhered to these principles, please notify us by e-mail at and we will use commercially reasonable efforts to determine and correct the problem promptly.