Solvent Liquidationsin the British Virgin Islands
Voluntary Liquidations in theBritish Virgin Islands (BVI)
A company’s lifecycle begins with incorporationand effectively ends upon dissolution. A solvent
liquidation is a method that enables directors or
shareholders of a company to effectively bringthe affairs of a BVI company to a close, and at
the completion of the process, the BVI company
is dissolved and cannot be sued in its own nameunless restored.
Under the BVI Business Companies Act 2004
(as amended) (the “Act”), a BVI company may
only be put in solvent liquidation if it:• Has no liabilities; or• Is able to pay its debts as they fall due and thevalue of its assets equals or exceeds its liabilities.

Amendments
Amendments to the Act were passed by theHouse of Assembly on 21 July 2022 and gazetted
on 12 August 2022. The BVI Business Companies(Amendment) Act, 2022 (No. 6 of 2022) and BVIBusiness Companies (Amendment) Regulations,2022 comes into force on 1 January 2023
(together the “Amendments”).

The Amendments will have, among other things,
a significant impact on the administration ofsolvent liquidations in the jurisdiction.
The Amendments include:• Striking-off and dissolution of companies—
newly struck-off companies will be dissolved
immediately and will no longer have a sevenyear grace period.
• Restoration of struck-off and dissolved
companies—companies can be restored
within five years of the date of dissolution by
application to the Registrar, and will no longer
need to apply in the Court.
• New qualification and residency requirements
for liquidators in solvent liquidations—avoluntary liquidator will need to be resident
in the territory, meaning they have physically
lived in the BVI for at least 180 days, either
continuously or in aggregate, prior to their
appointment and must have the requisite
professional qualifications and liquidation
experience to be appointed. It will also bepossible to appoint joint voluntary liquidators
where only one meets the residency test.

As part of the Amendments, the resident voluntary liquidator(s) will be required to take additional steps to
obtain copies of corporate records upon commencement of a voluntary liquidation and to provide copies
to the registered agent upon completion of the liquidation.

At Kroll, we have:
A dedicated Voluntary Liquidation team in the BVI led by our BVI director, Elaine Hanrahan,
who has over 10 years of insolvency and restructuring experience

Seven experienced professionals, including two BVI-licensed insolvency practitioners

Global presence across key jurisdictions, including the BVI, the U.S., the UK, China,
Hong Kong, Singapore, Bermuda and the Cayman Islands

32 offices and more than 6,500 professionals worldwide

Contact Us
If you require any further information on the solvent liquidation of your BVI entity, please reach out to ourdedicated Voluntary Liquidation team, who would be happy to discuss.

Elaine Hanrahan
Director, BVI office
Restructuring+1 284 345 4663
elaine.hanrahan@kroll.com

Dominique Rhodes
Manager, BVI office
Restructuring+1 284 346 4044
dominique.rhodes@kroll.com

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