The Registrar of Corporate Affairs (the “Registrar”) in the British Virgin Islands has responsibility for the incorporation, striking off and restoration of companies to the Register of Companies. If the company in the BVI has been struck off or dissolved, there are two restoration processes in the BVI:

(1)	Restoring a company that has been struck off the Register but not yet dissolved; and
(2)	Restoring a company that has been dissolved.

1.       Restoration for a struck off Company

If the company fails to pay its annual fee any late payment penalty by the due date, that will be considered as processed of administrative strike off for the company. The Registrar publish a notice of strike the company off the Register in the Gazette, the company will be being in the state of strike off from the Register on a date specified in the notice.

When a company has been struck off the Register, an application to restore a company to the Register may be made by the company, or a director, member, liquidator, or creditor of the company and shall be made within 7 years of the date of the notice published in the Gazette.

The company may restore to the Register upon the conditions specified below and any other conditions that the Registrar thinks fit are met:

(1)	Receipt of an application in the approved form;
(2)	The filing of a copy of its register of directors; and
(3)	Payment of the restoration fee and all outstanding fees and penalties.

However, please note the Registrar will not restore the company to the Register if the struck off company does not have a registered agent. Unless the Registrar is satisfied that a licensed person has agreed to act as registered agent of the company, and that it would be fair and reasonable for the name of the company to be restored to the Register. If the company is restored, it is required to immediately appoint a registered agent following its restoration. 

Once a company is restored to the Register under Administrative Restoration, it is to be regarded as having continued in existence deemed never to have been struck off the Register.

If the Registrar refuses to restore a company, the company, or a director, member, liquidator, or creditor of the company may, within 90 days appeal to the Court. The Court may direct the Registrar to do so upon such terms and conditions as it may consider appropriate, if the Court is satisfied that it would be the company to be restored to the register.

2.       Restoration for a dissolved Company

A company will be dissolved immediately following the voluntary liquidation process; Or a company that has been struck off the Register remains administrative strike off continuously for a period of 7 years, it will be dissolved with effect from the last day of administrative strike off period.

Restoring a company has been dissolved that will require an application to be made appeal to the Court, the application to the Court must be made within 10 years following the dissolution of the company, after 10 years of being dissolved a company cannot be restored to the Register.

On hearing the application, the Court may restore the company to the Register subject to such conditions as it considers appropriate; and give such directions or make such orders as it considers necessary or desirable, for the purpose of placing the company as close as possible to the position they would have been in had the company not been dissolved or struck off the Register.

When the Court makes an order restoring a company to the Register, a sealed copy of the Order shall be filed with the Registrar. After receiving a filed copy of a sealed order, the Registrar shall restore the company to the Register with effect from the date and time, that the copy of the sealed order was filed and issue a certificate of restoration to the Register.

3.       Restoration for a dissolved Company following voluntary liquidation

When a company was in solvent voluntary liquidation prior to its dissolution, the Court will be restoring the company to the Register if:

(1)	The applicant nominates a person to be the liquidator of company;
(2)	The person nominated to act as liquidator has consented to act and is eligible to act as liquidator of the company on its restoration; and
(3)	Satisfactory provision has been made or will be made for the expenses and remuneration of the liquidator, if appointed.

 
If the Court restores the company to the Register, it will be restored in liquidation and a voluntary liquidator will be appointed to the company. Therefore, the Court can appoint the liquidator nominated by the applicant or such other person who is eligible to act as liquidator. If it is the intention of the party making the application to restore the company to a pre-liquidation status, a second application to the Court will be necessary to terminate the liquidation.