As previously advised, all companies existing before 1 April 2016 (each an "Existing Company") were required to file particulars of their current directors with the Registrar of Corporate Affairs (the "Registrar"). The filing deadline for each Existing Company was 31 March 2017. Since 1 April 2016, all newly incorporated companies (each a "New Company") have been required to file particulars of their directors with the Registrar within 21 days of the appointment of their first directors. A regime of late filing fees and penalties for any companies that failed to comply with those filing requirements was also established.
For any Existing Company or New Company that has still failed to comply with those filing requirements (each a "Non-Compliant Company"), the following important changes have now been introduced:
- 1 September 2018
On this date the maximum late filing penalty payable by a Non-Compliant Company was reduced from US$8,000 to US$5,000.
- 1 October 2018
From this date it will no longer be possible to obtain a certificate of good standing from the Registrar in respect of a Non-Compliant Company.
- 31 December 2018
After this date a Non-Compliant Company may be struck off the register of companies by the Registrar.
Where a previously Non-Compliant Company was late making its filing of particulars of its directors and paid a penalty of more than US$5,000 when it finally did so, such a company is entitled to a refund with respect to the excess of the penalty paid over the new US$5,000 cap.
Where a company is struck off, the company and the directors, members and any liquidator or receiver of the company, may not carry on any business or in any way deal with the assets of the company or act in any way with respect to the affairs of the company.
Maples and Calder can assist in advising on the requirements concerning the filing of particulars of a company's directors and more generally on the wider area of reporting and filing requirements applicable to a British Virgin Islands company.
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.