Liquidating a company in the BVI: what you need to know
Liquidating a company in the British Virgin Islands (BVI) requires careful navigation of legal, financial and administrative complexities. Our experts offer practical tips to help you ensure a smooth dissolution process.
What is liquidation?
Liquidation is the formal process of closing a company once it has fulfilled its purpose or is no longer required.
Why should you opt for formal liquidation?
Liquidation offers companies and their directors/members a clear path to dissolution. Once a company has been formally liquidated it ceases to exist, and the statutory duties and liabilities of the directors/members are terminated.
Liquidation is preferable to allowing the company to be administratively struck off, which can take up to seven years.
The BVI company liquidation process: key considerations
A voluntary liquidation is a relatively straightforward and cost-effective way to dissolve a company in the BVI. Here’s a brief overview of the key steps and considerations:
Prerequisites: At the start of the liquidation process, upon submission of the liquidation documents to the BVI Registrar of Corporate Affairs, a notice must be placed in a BVI newspaper, and in a newspaper where the company conducts its principal business operations, announcing the liquidation. The purpose of the notice is to notify potential creditors of the liquidation.
Once a liquidator has been appointed, they will:
- Take possession of any assets the company has
- Discharge the company’s obligations/liabilities
- Distribute any surplus assets to the members
The directors will remain in office but will cease to have any function or power.
Assets: If the company has assets, these may be distributed by either of the following:
- Directors, before the liquidation commences
- The voluntary liquidator, once the liquidation has commenced – you may need to seek onshore tax advice during this process
Once the assets have been dealt with, the liquidator will file a statement of completion with the Registrar. The Registrar will then issue a Certificate of Dissolution and strike the company off the Register of Corporate Affairs.
Liabilities: The liquidator will handle any liabilities the company has before it is dissolved. Once the Certificate of Dissolution has been issued, the company no longer exists, and it will cease to be liable for any Registry fees. Also, any statutory liabilities that the company and its directors/members have will end.
Duties and obligations: Once the Certificate of Dissolution has been issued, the company will have no further duties or obligations under BVI law.
Economic substance: The company will have no further economic substance reporting obligations once the Certificate of Dissolution has been issued. Consequently, the company should ensure it has complied with all economic substance reporting requirements before the liquidation is finalised.
Legal implications: Once the Certificate of Dissolution has been issued, the company no longer exists – it cannot incur liabilities, sue or be sued. During the liquidation process, the liquidator can commence and defend legal proceedings on behalf of the company, handle its assets and make payments.
Time frame: Assuming the company is not regulated, the voluntary liquidation process usually takes four to six weeks.
When to liquidate a company in the BVI
BVI companies incorporated between 1 July and 31 December must pay licence fees by 30 November 2025. To avoid incurring these fees, we recommend that these companies begin the liquidation process on or before 6 October 2025 to ensure it is completed by 24 November 2025, ahead of the payment deadline.
How TMF British Virgin Islands can help
TMF British Virgin Islands provides critical compliance and administrative services for trusts and companies registered in the BVI.
We can help ensure a seamless liquidation process by:
- Assisting the appointed liquidator or acting as a liquidator
- Preparing the liquidation documents (including placing notices in the newspaper)
- Filing the required documentation with the Registry to effect and finalise the liquidation
Talk to us
TMF British Virgin Islands has the local expertise to help you navigate key expansion challenges and unlock opportunities for growth.
To learn more about how we can help you set up a company in the BVI, or streamline your existing BVI operations, contact us today.
