There are amendments to the BVI Business Companies Act, that come into effect on 1 January 2023.Â
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Statutory Fee Changes
| Â | Current Fee | New Fee |
|---|---|---|
| Annual licence fees for up to 50,000 shares authorised | $450 | $550 |
| Annual licence fee for more than 50,000 shares authorized | $1,200 | $1350 |
| Annual licence fee for private trust companies | $1,350 | $1,500 |
| Filing notice of intention to continue outside the Virgin Islands | Â | $250 |
| Registration of notice to continue as a company incorporation outside the Virgin Islands | $2,000 | $2,500 |
| Application fees for restoration within 12 months after date of dissolution | - | $200 |
| Application fees for restoration more than 12 months after date of dissolution | - | $400 |
| Restoration within 12 months after date of dissolution | $500 | $500 |
| Restoration more than 12 months after date of dissolution | $1,500 | $1,200 |
| Failure to file annual return with registered agent within 9 months first month | - | $300 |
| Failure to file annual return with registered agent within 9 months each additional month | - | $200, up to maximum of $5,000 |
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Strike off and dissolution
Prior to the amendments where a company was struck-off the Register it was not deemed dissolved for seven years, but continued to exist in a "delinquent state" and the company, its directors or members, any receiver or liquidator of the company could not take any actions or act in any way in connection with the company's assets.Â
The amendments have changed this and going forward being struck off the Register will be followed automatically by a dissolution of the company. The period a company may remain dissolved after striking off, for purposes of restoration to the Register will be 5 years. A dissolved company may be restored to the Register by the Registrar if the company meets certain conditions. Companies that are not eligible for restoration by the Registrar may apply to the Court for restoration within 5 years.
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Register of Directors
A list of current director names will be able to be obtained from the Registry of Corporate Affairs.
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Continuation outside the Virgin Islands
Companies that elect to continue outside the Virgin Islands will need to give notice to members, creditors and the Registry of the intention to continue.
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Liquidations
Liquidators will need to be resident in the Virgin Islands to be eligible to be appointed. Liquidators will need to obtain records from the Company and will need to submit those records to the registered agent, who must retain them for five years.
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Annual Returns
In addition to their existing record keeping obligations, BVI companies will be required to provide an annual return to their registered agent. The form of return has yet to be finalized, but we expect it to consist of a simple balance sheet and income statement. This will not need to be audited. The annual return will need to be filed within nine months of the end of an entity’s financial year (which we expect will not necessarily have to be a calendar year). The registered agent will have an obligation to inform the FSC if it has not received the annual return within 30 days of the due time. Failure to file the annual return will mean companies will not be able to obtain a certificate of good standing.
The information filed with the registered agent will not be made publicly available, and nor will the registered agent be obliged to file them with the Registry of Corporate Affairs or any other government authority.
The first annual return that will need to be submitted will be for the 2023 financial year during 2024. Information about Annual Returns will be provided when the FSC has finalized its requirements.
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