Industry Circular No. 36 of 2020 - Guidance to Registered Agents Regarding Filing of Certificates of Completion of Voluntary Liquidations

Guidance to Registered Agents Regarding Filing of Certificates of Completion of Voluntary Liquidations

Section 208(1) of the BVI Business Companies Act, 2004 requires that a voluntary liquidator shall, upon completion of a voluntary liquidation, file with the Registrar a statement that the liquidation has been completed. Upon receipt of the statement, the Registrar shall strike the name of the company off the Register and issue a certificate of dissolution.  

There have been several 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 Registered Agent of a pre-signed certificate of completion of liquidation at a time when the liquidation was incomplete.  

Registered Agents should only accept, and file executed certificates of completion of the liquidation from voluntary liquidators once the liquidation is 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 of Corporate Affairs at a later date.

Registered Agents may submit any queries on the filing of Certificates of Completion of Voluntary Liquidation to [email protected].