Striking off, dissolution, and restorations - Part 2: The Transitional Arrangements - FAQs
You will be aware from our updates issued on 18 August and, more recently on 20 September and 13 October, that on 1 January 2023, various significant amendments to the BVI’s Business Companies Act 2004 (the BCA) will come into force.
The purpose of this note is to try to answer some of the more frequently asked questions relating to the transitional arrangements affecting “existing struck off companies” and “existing dissolved companies” as a result of the changes to the rules relating to striking off, dissolution, and restoration.
The table below summarises the position with respect to such companies.
Definitions
- existing struck off company: a company which at 1 January 2023 was struck off and not restored.
- existing dissolved company: a company which at 1 January 2023 was dissolved but has 10 years from the date of dissolution to apply to be restored.
- existing period means either
- the period of seven years from the struck off date during which an existing struck off company could apply for restoration; or
- the period of 10 years from the date of dissolution during which an existing dissolved company could apply for restoration.
FAQs
Q1. What are the relevant time periods for making an application for restoration for an existing struck off company or an existing dissolved company?
These are set out in the table below.
Type of company and relevant existing period | Last date for restoration | To whom is the application for restoration made? | Who can make the application to restore? |
existing struck off company with an existing period which expires after 30 June 2023 | 30 June 2023 | Registrar | The company, a director, member, liquidator or receiver may apply to either the Registrar (in certain circumstances similar to those applying to a newly struck off company but without the requirement for the company to have been carrying on business or operations or to make an application to the Financial Secretary for consent to restore) |
existing struck off company with an existing period which expires before 30 June 2023 (the earlier date) | the earlier date | Registrar | As above |
existing dissolved company with an existing period that ends on any date (the earlier date) before 1 January 2028 | the earlier date | Court |
|
existing dissolved company with an existing period that ends on any date after 1 January 2028 | 1 January 2028 | Court | As above |
Q2. What happens to an existing struck off company which does not apply for restoration within the statutory time period?
It will be deemed to be dissolved on the date following the last date for restoration and if it then chooses to apply for restoration, it may be subject to an additional penalty of US$5,000 which will be payable in addition to the standard fees payable as part of the restoration process. The additional penalty does not apply if the application for restoration is made by a person other than a creditor, former director, former member, or former liquidator of the company.
Q3. What happens to an existing struck off company and an existing dissolved company once restored?
Where such a company is restored by the Court, it is deemed never to have been struck off the Register and dissolved.
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