BVI Voluntary Liquidations: What You Need to Know in 2023

In response to these changes, and to ensure we can continue to provide a seamless offering to our BVI liquidations clients, the Maples Group has recently made certain strategic hires to expand the footprint of the liquidations team into the BVI, through dedicated on-the-ground resources that will work alongside the group’s long-established legal services team in the jurisdiction.

What are the Annual Deadlines for BVI Voluntary Liquidation Registration?

1. For BVI companies registered or incorporated during the first half of any given year (“first half companies”), to avoid incurring further annual BVI Registry of Corporate Affairs (“Registry”) fees for entities that have reached the end of their life cycle, an appointed voluntary liquidator will be required to file with the BVI Registrar of Corporate Affairs (“Registrar”) the final notice for the company on or before 31 May. To ensure that your company does not miss this deadline, we recommend that a first half company starts the BVI voluntary liquidation process before mid-April.
2. For BVI companies registered or incorporated during the second half of any given year (“second half companies”), to avoid incurring further annual Registry fees, an appointed voluntary liquidator will be required to file with the Registrar the final notice for the company on or before 30 November.

To meet this deadline, we recommend that a second half company starts the BVI voluntary liquidation process before mid-October.

Who can act as a BVI Voluntary Liquidator?

Changes to the Act which apply from 1 January 2023 include the notable requirement that at least one of the voluntary liquidators appointed by a BVI company must be resident in the BVI.  Other new criteria for BVI voluntary liquidators include having at least two years’ experience of handling liquidations; holding appropriate professional qualifications and/or a BVI Financial Services Commission-issued insolvency practitioner’s licence. Moreover, under the amended regulations, voluntary liquidators in the BVI need to compile company records and, at the end of the liquidation, send copies to the company’s former registered agent in the BVI.

What are the Benefits of Voluntary Liquidation?

Under the new strike off / dissolution rules that came into effect on 1 January 2023, there are various benefits of formally liquidating a BVI company as opposed to allowing it to be struck off and automatically dissolved by the Registrar.  A voluntary liquidation provides finality for the company, whereas a company that has been struck off and dissolved can be restored to the register by a creditor with relative ease and if restored, is deemed never to have been struck off and dissolved. A struck off / dissolved company thereby has ongoing exposure to liabilities that arose before it was struck off, claims by creditors and ongoing liability of the company’s members, directors, officers or agents.  A liquidated company can only be restored to the register in more limited circumstances and would be restored in liquidation.

The Maples Group’s Voluntary Liquidations team in the BVI has the capability to ensure full compliance with the new regulations and provide high-quality liquidations services, along with other related business requirements.  Our global Liquidations group, which provides liquidation services to a wide range of companies and limited partnerships, including hedge funds, private equity funds and structured finance vehicles in the Cayman Islands, BVI, Bermuda, Hong Kong, Luxembourg and the Netherlands, has developed best practices to support statutory processes across our extensive international network to ensure that the wind down of an entity will be handled objectively and in accordance with all local procedures.

If you have any questions on any aspect of the framework for voluntary liquidations in the BVI in the context of your global operations, please reach out to us using the contact details on this page.