On 30 October 2020, the BVI Financial Services Commission issued Circular No. 36 of 2020 (the Circular) relating to guidance to registered agents (RA) regarding the filing of certificates of completion of voluntary liquidations.
Section 208 of the BVI Business Companies Act 2004 requires that a voluntary liquidator should, upon completion of a voluntary liquidation, file with the Registrar of Corporate Affairs (the Registrar) a statement that the liquidation has been completed. Upon receipt of the statement, the Registrar will strike the name of the company off the Register of Companies and issue a certificate of dissolution.
The Circular notes that there have been recent applications to the BVI courts for the restoration of companies in circumstances where the BVI company was dissolved following the premature filing by a RA of a pre-signed certificate of completion of liquidation at a time when the liquidation was incomplete.
The Circular highlights that:
- RAs should only accept and file executed certificates of completion of the liquidation from voluntary liquidators once the liquidation is fully complete
- A pre-executed and undated certificate of completion of the liquidation is a false statement and should not be accepted with the intention to file with the Registry at a later date
The Circular can be found here.