British Virgin Islands

Market Overview
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Business environment in the BVI

Changes in 2023 that impacted the business environment

The British Virgin Islands (BVI) is a vital cog in the global economy. Investment mediated through BVI Business Companies has been hugely beneficial for the worldwide economy,

facilitating $1.4 trillion in cross-border trade and investment, equivalent to 1.5 per cent of global GDP, and supporting around 2.3 million jobs globally, according to the research report Beyond Globalisation, commissioned by BVI Finance. Close collaboration between industry, government and regulatory agencies such as the BVI Financial Services Commission and the Department of Trade, Investment Promotion & Consumer Affairs make for a business-friendly environment.

The BVI is administered as a British overseas territory. The election of a new government in 2023, along with improvements in internal self-governance, is a positive, forward-looking indicator. The new government has welcomed greater emphasis on governance structures following the difficult years after hurricanes Irma and Maria in 2017 and the worldwide COVID-19 pandemic. The elected representatives who form the new government are drawn from across the political spectrum, which can make considerable progress on initiatives ranging from infrastructure to fintech. A new financial services ministry has been created and is expected to help support the BVI’s product offerings to the global economy.

The BVI’s reputation as a desired jurisdiction for the digital asset economy continues to grow. With a new regulatory regime implemented in 2023, the territory is outpacing the world’s largest economy, the United States (U.S.), as a provider of choice.

Advantages of the BVI as a business location

The BVI is a politically and economically stable, English-speaking British overseas territory, constitutionally autonomous from the United Kingdom (UK) and internally self-governing. The British Government appoints a governor to represent the British Crown in the territory. The governor is responsible for defence, external affairs, civil service, the local police force and the administration of justice. The voting age in the BVI is 18.

The BVI shares the same time zone as the Eastern U.S., except during Daylight Savings Time. Additionally, it is four hours behind Greenwich Mean Time.

Direct air access to the BVI is available from Miami and several North American and European cities, connecting through San Juan, Puerto Rico, which is only 45 minutes away by air. North American travellers can also reach the BVI by flying to St. Thomas, U.S. Virgin Islands, then connecting via ferry.

The BVI Business Company is one of the world's most widely used corporate vehicles. Once the BVI registered agent is satisfied with the due diligence information supplied and has filed the company’s constitutional documents at the BVI Registry of Corporate Affairs, a business company can be incorporated at a low cost in under 48 hours.

The BVI attracts global professionals renowned for their expertise across all sectors of financial services, maritime business and tourism. Investors can feel confident that the talent pool is more than adequate to meet their needs.

One of the BVI's great strengths is its dynamic legal system rooted in English common law. The jurisdiction has a dedicated commercial court and commercial registry, allowing for faster resolution of disputes involving BVI Business Companies and their shareholders and directors. The Commercial Division is regarded internationally as a fair and efficient venue. It has gained and kept the confidence of those needing to resolve commercial disputes in the BVI.

Business structures in the BVI

The most common business structure is the BVI Business Company. However, general and limited partnerships and trusts are often used as well. BVI Business Companies are generally used as asset-holding vehicles that may or may not include an operating business.

Commencing 1 January 2023, most BVI Business Companies must file an Annual Financial Return with their BVI registered agent. This exemplifies how the BVI’s regulatory structure keeps pace with global standards.

Robust regulation and tax-neutral status make BVI Business Companies ideal for cross-border transactions. No income, corporation, capital gains, inheritance, gift or wealth taxes, or any other form of tax would affect a company doing business outside of the BVI. This makes them attractive for special-purpose acquisitions, private equity finance and venture capital structures.

BVI limited partnerships are also popular as investment vehicles, primarily in private equity. In 2018, the laws related to limited partnerships were refreshed by enacting the BVI Limited Partnerships Act, leading to additional flexibility for the limited partnership as an investment vehicle. As such, new limited partnerships have legal personality by default (though they can opt-out), enabling the limited partnership to enter into transactions and own assets in its name. The Act contained additional improvements, including rules relating to the merger and consolidation of partnerships, including with foreign partnerships, the continuation of foreign partnerships into the BVI and the widening of activities a limited partner can engage in without losing its status as a limited partner.

The BVI is now considered one of the world’s leading international financial centres in which to set up trusts. BVI trusts are established for various reasons, including commercial purposes, succession planning, probate avoidance and making provision for vulnerable relatives. It has some of the most sophisticated trust legislation in the world, which, combined with the protective features of English common law and equity, make BVI trusts highly attractive. Professional trustees operating in the BVI must obtain licenses from the Financial Services Commission, ensuring they are robustly regulated. The Virgin Islands Special Trusts Act creates a unique and highly popular trust regime (the VISTA trust regime) tailored to holding shares in companies in the trust. Private trust companies offer a way to combine the corporate benefits of limited liability and perpetual existence with the flexibility of a trust. The link is here to read or download a PDF of a complete BVI Trusts overview prepared by O’Neal Webster Partner Chris McKenzie.

How to invest in the BVI

Economy and currency strength

The official currency of the BVI is the U.S. dollar because of its close historical ties with the neighbouring U.S. Virgin Islands.

Inflation rates

According to a report published by the Central Statistics Office of the BVI Government, inflation in the BVI during 2021 was just 2.8%. Global Data puts the Consumer Price Index for the BVI at 2.21% for 2023.

Main trade sectors

The BVI has a diverse economy with several key trade sectors:

Financial Services: The BVI is a major offshore financial centre, offering services such as company incorporation, limited partnerships, trusts, investment funds and offshore banking.

Tourism: The tourism industry is significant in the BVI, driven by its stunning beaches, sailing opportunities, and natural beauty. It attracts visitors for activities such as yachting, diving, and eco-tourism.

Maritime Services: The BVI's strategic location in the Caribbean makes it a hub for maritime services, including ship registration, yacht management, marine insurance and dispute resolution.

Real Estate: The BVI's attractiveness as a destination for tourism and offshore business has led to a thriving real estate market, particularly in luxury properties, vacation rentals, and resort developments.

Professional Services: The BVI offers a range of professional services, including legal, accounting, and consulting services, catering to both domestic and international clients.

These sectors contribute significantly to the BVI's economy and are crucial to its economic development.

Current opportunities and prospects

The BVI is the world’s second-largest offshore investment funds domicile. BVI investment funds are regulated under the Securities and Investment Business Act and have many advantages. Investment policies, strategies, performance or other compensation arrangements have no regulatory restrictions. Directors, functionaries and auditors do not need to be domiciled in the BVI.

Among the attractive features, BVI funds can have various structures, including single-class, multi-class, master and feeder funds structured as private and public funds or as approved and incubator private investment funds. Statutory segregated portfolio ring-fencing provides asset protection. The startup and ongoing fees and costs are highly competitive. The Approved Manager regime is straightforward and efficient and complements the overall investment funds regime. Fund managers can begin doing business seven (7) days after applying, and ongoing regulation is compliant with international standards but is manageable. The low startup costs are ideal for small to medium-sized fund managers.

The BVI has taken a bold step in prescribing rules for the regulation of virtual assets service providers, a necessary step as the fintech space continues to grow significantly. The new Virtual Asset Service Providers Act, 2022 (VASP Act) came into force in 2023, ensuring robust regulation of this growing sub-sector. The VASP Act established a registration and licensing scheme for service providers involved in the issue, holding and exchange of virtual assets. It requires providers to have an approved compliance officer and to comply with international standards on KYC (know your customer), money laundering, terrorist financing and risk assessment. The VASP Act also provides clarity in many areas, and further guidelines are expected to enhance understanding of the Act and how it applies to various types of businesses and ideas in an evolving environment.

Legal system

The BVI legal system is based on the English legal system, adopting English common law and principles of equity together with certain elements of English statute law and Acts of the British Virgin Islands Legislative Assembly. UK statute law does not generally apply to the BVI except where the UK Parliament has specifically extended legislation to the territory. The BVI has domestic corporate, insolvency, employment and other governing statutes.

The BVI judiciary is part of the Eastern Caribbean Supreme Court (ECSC), the regional judicial body, serving the full Organisation of Eastern Caribbean States members and two associate members. The ECSC consists of the High Court of Justice and the Court of Appeal.

The BVI has two resident High Court judges who handle a wide range of civil and criminal cases. It also has its own commercial court, a division of the Eastern Caribbean Supreme Court, with two dedicated judges and a commercial court registry.

Based in England, the Judicial Committee of the Privy Council is the final court of appeal. Decisions handed down by English and superior Caribbean courts continue to be highly persuasive in the BVI courts, except when based on legislation peculiar to the UK or the Caribbean State. Jurisprudence from other common law jurisdictions with similar legislation is also persuasive.

The territory boasts an international arbitration centre, which offers a vetted panel of experienced arbitrators and mediators and effective dispute resolution mechanisms.

Overall, the BVI legal system ensures efficiency, which is crucial for commercial operations. It also provides certainty in the law and a familiar and reliable foundation for international businesses.

Foreign investment restrictions

Regulatory environment

The BVI complies with all its international obligations, including various initiatives by the Organisation for Economic Co-operation and Development (OECD), European Union (EU) and the U.S. to curb anti-money laundering, terrorism financing, tax evasion, base erosion and profit-shifting. The BVI has entered into various international agreements for sharing information, such as the Foreign Account Tax Compliance Act (FATCA), Common Reporting Standard (CRS), Country-by-Country Reporting (CbCr) and economic substance. The jurisdiction has also enacted the appropriate legislation to support its international obligations.

At the same time, the BVI has maintained its position as a tax-neutral jurisdiction and aims to facilitate international transactions and trade without adding any undue complications or costs. An excellent example of this is the recently introduced VASP Act mentioned above. While that Act introduces a regime to license and regulate virtual asset service providers, it contains no similar licensing requirements for most token issuers. The result is sufficient industry regulation without stifling innovation and growth.

BVI business is regulated by different local bodies depending on the type of business pursued. In the financial services realm, business is regulated primarily by the BVI Financial Services Commission (FSC) and the BVI Financial Investigation Agency (FIA). Both the FSC and the FIA are autonomous bodies created by statute. The FSC regulates major financial services entities such as banks, insurance companies, investment funds, crypto and digital asset businesses and other investment businesses, including those operating outside the BVI using BVI entities. The FIA regulates Designated Non-Financial Businesses and Professions (DNFBPs), such as lawyers, accountants, real estate agents and other businesses deemed DNFBPs, primarily for anti-money laundering purposes.

The BVI also has additional legislative rules specific to and regulating DNFBPs’ practices. For example, lawyers must comply with the regulations set out in the BVI Legal Profession Act, 2015.

Direct investment

Restrictions on foreign capital

The BVI does not restrict foreign capital. However, landholding by foreign citizens requires a licence. New regulations for licensed BVI “non-belonger” landholders, which are scheduled to come into effect shortly, include several welcome policy changes, such as fixed timelines for processing applications once submitted and built-in rental permission, subject to obtaining a trade licence. In addition, the standard required development period for residential properties is to be increased from three to five years, with the possibility of an additional two-year extension. These updated procedures will come with the caveat that they are subject to change in order to accommodate legislative amendments and market conditions.

Foreign exchange controls

The BVI operates without foreign exchange controls. Renowned for its accommodating regulatory framework in international business and finance, the jurisdiction generally permits unrestricted capital movement, including foreign exchange transactions. Nonetheless, it is crucial to remain informed about any alterations to regulations or policies impacting foreign exchange operations within the BVI.

Top takeaway tips: “What to know before Investing.”

The BVI is a well-regulated jurisdiction where the rule of law is respected, and many capable professionals are available to assist a person or entity interested in investing in the BVI. The jurisdiction’s reputation as a global financial centre and a major player in facilitating cross-border transactions is supported by flexible business structures that give investors substantive options to secure their investments.

Conclusion

In conclusion, doing business in the BVI offers numerous advantages and opportunities. The jurisdiction boasts a favourable regulatory environment supported by close collaboration between industry, government and regulatory agencies. The election of a new government in 2023 signals a positive trajectory for the BVI, with a renewed emphasis on governance structures and forward-looking initiatives.

The BVI's reputation as a desired jurisdiction for the digital asset economy continues to grow with the implementation of a new regulatory regime in 2023, positioning it ahead of major economies like the U.S. The BVI's political and economic stability and robust legal system rooted in English common law further enhance its appeal as a business location.

Investors and entities can take advantage of various business structures in the BVI, including the widely used BVI Business Company and flexible limited partnership and trust options. The jurisdiction's tax-neutral status, efficient regulatory framework, and dedicated commercial court contribute to its attractiveness for cross-border transactions and asset protection.

Furthermore, the BVI's diverse economy, encompassing key sectors such as financial services, tourism, maritime, real estate, and other professional services, provides ample investment and economic growth opportunities.

Overall, the BVI offers a well-regulated environment supported by a reliable legal system and international partnerships, making it an attractive destination for investors seeking stability, flexibility, and opportunities for business expansion.

Authored by:

Kerry Anderson and Willa Tavernier

Contributors:

  • Chris McKenzie
  • Christopher Simpson
  • Nadine Whyte Laing
  • Jenelle Archer
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Press Releases

Stephen Baker appointed co-chair of the International Bar Association’s Asset Recovery Committee

Stephen has served as an officer on the committee for several years and will, in the period 2025 -2027, co-chair the committee with Kate McMahon, founding partner of Edmonds Marshall McMahon.   We believe Stephen is the first Channel Islands practitioner appointed as chair of a committee of the International Bar Association which has been in operation for more than seventy years.  This appointment does much to reflect the fact that Stephen has worked tirelessly with successive attorneys general to craft structures  and methods of international asset recovery and repatriation which have been widely adopted elsewhere, which remain functional to this day, and which have done much to enhance the reputation of Jersey as an international finance centre.   The focus for Stephen’s tenure in office is the rule of law. This was the founding theme of the IBA when it was established in the aftermath of WW2 and with a particular aim to promote a rules-based order. The rule of law underpins democracy, human rights, and societal progress. Without it, chaos and corruption can all too easily take root, undermining the very principles that allow societies to thrive. The legal profession must actively defend these principles, educate the public, raise awareness, and hold failing systems accountable.    As Co-Chair, Stephen looks forward to progressing the agenda of the Asset Recovery committee.  This includes the development of a thriving programme of events, the production of expert publications focussed on knowledge-sharing for best practice in the field, and growing its membership.  In this way the committee will create a legal model for asset recovery specialists enabling them to play a full role in upholding the rule of law to the benefit of this and future generations.   The IBA is made up of 80,000 member lawyers and over 190 bar associations spanning over 170 countries.  Stephen is also the Jersey representative of the IBA.   Please connect with Stephen Baker on Linkedin if you would like to stay-up-to date with the Committee’s progress and plans.   
Baker & Partners LLP - May 1 2025

BVI Business Companies Act 2024 Amendments

BVI Business Companies Act 2024 Amendments The amendments to the BVI Business Companies Act 2004 (as amended), aimed at enhancing the BVI’s regulatory landscape, officially came into effect on 2 January 2025 (the “Effective Date”). These amendments were first introduced in the BVI Business Companies (Amendment) Act 2024 (the “Amendment Act“), which was published in the BVI Gazette on September 26, 2024. With the Amendment Act now in force, it brings significant updates to the jurisdiction’s corporate legislative framework. This article highlights the key changes under the Amendment Act. Beneficial Ownership – Definition, Criteria, and Required Information The Amendment Act refines the definition of ‘beneficial owner’ as a natural person who ultimately owns or controls a company or limited partnership. It also specifies the criteria to be met in the context of legal entities, limited partnerships, and trusts. Every company is now required to collect, maintain, and update comprehensive and accurate information on its beneficial owners, including their name, address, and confirmation of the category of ownership held. This information must be filed with the BVI Registrar of Companies within 30 days of incorporation or continuation into the BVI, as applicable. Publicly listed companies are exempt from the requirement to file beneficial ownership details. Additionally, private, professional, public, or private investment funds, as well as incubator or approved funds, are similarly exempt, provided that: The company’s beneficial ownership information is held by: a person with a Category 6 investment business license under the Securities and Investment Business Act, Revised Edition 2020; or a person licensed by the BVI Financial Services Commission (“BVI FSC”) with a physical presence in the BVI; and The beneficial ownership information can be supplied to the Registrar within 24 hours of a request. It is important to note that the obligation to file beneficial ownership information also applies to exempted entities during the period between incorporation and approval for registration as an exempt entity. The Amendment Act further mandates that Registered Agents (“RAs“) take reasonable steps to verify that beneficial ownership information is accurate and current before filing. The Registrar is granted authority to implement additional measures to verify the information and ensure it remains up to date. Companies are also obligated to notify the Registrar of any changes in beneficial ownership within 30 days of becoming aware of the changes. Prior to the Effective Date, beneficial ownership details were filed on the Beneficial Ownership Secure Search System (BOSS), and public access is restricted. Similarly, under the Amendment Act, information filed with the Registrar remains confidential, with access granted only to competent authorities and law enforcement agencies. However, regulations may be introduced to permit limited access to ownership information where beneficial owners hold 25% or more of shares or voting rights. Register of Members Under the BCA, all companies are required to maintain a register of members, which must be filed with the Registrar except in certain cases. The register must contain: The names and addresses of individuals holding registered shares, guarantee members, and unlimited members; The number of each class and series of shares held by each member, including (unless provided for in the company’s memorandum or articles) any voting rights attached to such shares; The date when a person was added to the register; and The date of cessation of membership The Amendment Act provides clarity on the definition of nominee shareholders, describing them as individuals who hold shares and exercise voting rights under the direction of another person (the nominator) or receive dividends on behalf of the nominator. Companies with nominee shareholders must file additional details, including the nominator’s name and address, the date the nominee ceased to hold shares, and the date a person ceased to be a nominator. Every company, except listed companies and funds, must file their initial register of members, including nominee shareholder information (where applicable), with the Registrar within 30 days of incorporation or continuation. Updates to the register must also be filed within 30 days of any changes. Exempted entities must adhere to this requirement during the period between incorporation and the granting of exempt status. Companies that are struck off and later restored are not required to refile their register of members. The register of members remains private unless the company chooses to make it publicly available. Companies may also opt to include additional relevant information. Companies must comply with the filing requirements within six months from the Effective Date, with a possible six-month extension if deemed necessary by the Registrar. Appointment of First Directors The timeline for appointing the first director(s) has been significantly reduced from six months to 15 days. The company’s initial register of directors must also be filed with the Registrar within 15 days of the first director’s appointment, or within 15 days of the company’s continuation into the BVI. Director Services When a licensed director service provider, as regulated by the BVI FSC, serves as a director, the company must indicate whether the director acts in a corporate capacity or as an individual representing the licensed director service provider. This information must be filed with the Registrar along with the register of directors. Additionally, the company must provide the name of the licensed director service provider and, if applicable, the name and address of the individual represented by the provider. Rectification of the Register of Directors The Amendment Act allows any aggrieved party, including members or directors, to apply to the High Court for rectification of the register of directors if there is an omission, inaccuracy, or unreasonable delay in correcting an error. Continuation of a BVI Company under Foreign Law Companies intending to re-domicile outside the BVI must include additional declarations in their notice of intention, including confirmation that there are no outstanding requests from competent authorities for documents or further information, no receiver has been appointed over the company or in relation to any of its assets, and there are no pending legal proceedings concerning the company or its key personnel. Restoration for Struck-Off Companies The process for restoring companies that have been struck off and dissolved has been simplified, making it easier for creditors and other eligible individuals to apply for the company’s reinstatement to the Register of Companies. Importantly, current or former RAs are explicitly excluded from applying for a company’s restoration. Prior to the Effective Date, restoring a struck off company required a declaration from the RA confirming that the company’s records had been updated. The new provisions allow an alternative, where the proposed RA may provide an undertaking to update company records within 14 days of restoration, failing which the company will be struck off again. Moreover, restored companies must file their register of members and directors within 14 days unless previously filed prior to the company being struck off and dissolved. Under the new provisions, dissolution will occur on the same date as the strike-off, as stated in the Registrar’s notice, eliminating confusion caused by previous requirements. The deadline for submitting a sealed Court order for restoration has also been extended from 30 to 60 days, with penalties for non-compliance instead of invalidation of the order. Conclusion In conclusion, the amendments to the BVI Business Companies Act serve to further solidify the British Virgin Islands’ standing as a jurisdiction committed to transparency and the observance of international best practices. These legislative enhancements not only improve the regulatory framework but also strengthen the jurisdiction’s ability to combat financial crime, particularly money laundering. By aligning its practices with global standards, the BVI reinforces its position as a reputable and secure financial centre, ensuring its continued competitiveness and compliance in the evolving international regulatory landscape.
Baker & Partners LLP - May 1 2025
Press Releases

Jennifer Colegate is admitted to the bar of the British Virgin Islands

Cayman Islands Partner Jennifer Colegate, restructuring and insolvency specialist and co-chair of IWIRC Cayman Islands, has been admitted to the bar of the British Virgin Islands. Jennifer’s admittance comes shortly after Counsel Tara Liao and Associate Arthur Preget, both of whom are based in London, were admitted in 2024 to the Bar of the British Virgin Islands. These recent BVI admissions reinforce the firm’s ability to provide BVI legal advice from a range of locations and time zones. Partner Jennifer Colegate will work closely with our on-the-ground team in Tortola in the British Virgin Islands led by Partner Shaun Reardon-John, and our BVI qualified team members in Jersey, London and the Cayman Islands. Jennifer advises a range of corporate entities, directors, fiduciaries and officeholders in respect of issues arising under the laws of the Cayman Islands, having previously worked in Hong Kong and London. She is a commercial litigator specialising in cross-border litigation with expertise in insolvency and restructuring, investigations, asset tracing and enforcement and recovery across a variety of industry sectors. Jennifer advises stakeholders across the board from corporates in financial distress, family offices, directors, noteholders and court appointed officeholders. Jennifer is a well-respected lawyer in the Cayman Islands and is described by clients as “…whip-smart and super-responsive; she is a major asset (Chambers & Partners). With Jennifer’s admittance, the BVI legal team includes 10 qualified practitioners: Partners: Stephen Baker, Shaun Reardon-John, Lynne Gregory, and Jennifer Colegate . Counsel: Tara Liao, Gurprit Mattu and Christopher Howitt. Associates: Jodi-Ann Stephenson, Nia Statham and Arthur Preget.
Baker & Partners LLP - May 1 2025
Press Releases

Baker & Partners (BVI) Secures Landmark Ruling Allowing Restoration of a Dissolved BVI Company Beyond the Statutory Limitation Period

Baker and Partners (BVI), acting on behalf of Angela Barkhouse and Toni Shukla (Kroll) as Liquidators of a BVI company, successfully obtained an unprecedented ruling allowing the restoration of a dissolved British Virgin Islands (BVI) company to the Register of Companies despite the expiration of the statutory limitation period prescribed under the BVI Business Companies Act, 2004 (the “BCA”). The Court’s order marks the first successful application under such circumstances, providing clarity on the interpretation of section 218(5) of the BCA. At the time of the company’s dissolution, section 218(5) stipulated that an application for the restoration of a dissolved company “[m]ay not be made more than ten years after the date that the company was dissolved.” The Court examined the precise wording of this provision, particularly the term “may not,” and its legislative intent within the context of the historical language of this section, which had previously employed the word “shall.” In coming to its decision, the Court also considered Counsel’s submissions on jurisprudence from other jurisdictions involving misuse of the voluntary liquidation process. Given that the period for restoring a company has since been reduced to five years, the significance of this decision is particularly relevant to practitioners dealing with allegations of misconduct in voluntary liquidations. Key Court Findings and Reasoning 1. Interpretation of “May Not” The Court held that the words “may not” in section 218(5) should be interpreted as “permissive empowering,” granting the Court limited discretion in exceptional circumstances. This interpretation aligns with section 37(1) of the Interpretation Act, which generally construes “may” in legislative texts as permissive unless the context dictates otherwise. 2. Exceptional Circumstances The Court determined that exceptional circumstances justified the exercise of discretion in this case, including: Evidence of Fraud: Prima facie evidence indicated that the dissolved company was involved in a multi-billion-dollar large-scale fraud. Abuse of Process: The company had purportedly utilised the voluntary liquidation process to conceal its fraudulent activities. Asset Recovery: Restoration would enable the liquidators to investigate the company’s records and seek recovery of misappropriated assets. 3. Policy Considerations The Court emphasised that the policy objectives of the BCA favour restoring companies where allegations of fraud exist, enabling transparency, investigation, and recovery efforts. While the Court did not issue a written judgment, the reasoning behind its decision was set out in the recitals of its order, highlighting the exceptional nature of this ruling and its implications for the interpretation of section 218(5) of the BCA. Court Order and Policy Implications The Court declared the company’s voluntary liquidation and subsequent dissolution void, rescinded the dissolution, and appointed liquidators to investigate its affairs. In reaching its decision, the Court considered the broader legislative purpose of the BCA, which aims to uphold the integrity of the corporate register while balancing justice and public policy objectives. The Court’s order underscores that statutory interpretation must align with fairness and the legislative framework’s purpose. Where the framework is abused, the Court will intervene to prevent individuals from benefitting from improper use of the BVI corporate system at others’ expense. Implications of the Decision This ruling carries significant implications for the restoration of dissolved companies in the BVI, especially in cases involving fraud or misconduct. The Court’s interpretation of section 218(5) confirms that the statutory limitation period for restoration is not absolute, allowing restorations in exceptional circumstances. This decision signals a clear warning to individuals who attempt to evade accountability for fraudulent activities by relying on the expiration of statutory periods. The decision highlights the Court’s willingness to scrutinise voluntary liquidations, particularly those marked by rapid dissolutions or suspected impropriety. Voluntary liquidators must ensure they fulfil their statutory duties diligently to avoid potential consequences, even years after closing their files. While recent legislative amendments aim to prevent abuse of the voluntary liquidation process, historical abuses, such as those alleged in this case, may continue to surface. The Court’s order equips creditors, liquidators, and other stakeholders with a powerful tool to seek justice and recover assets, reaffirming the BVI’s role as a jurisdiction that values corporate integrity.
Baker & Partners LLP - May 1 2025