Restoration of Dissolved BVI Companies - The New Regime
This autumn's revisions to the Business Companies Act, 2004 (the "Act") included changes to the way in which a dissolved company can be restored to the Register of Companies. Maples and Calder has put the new regime to the test.
Most significantly, the Act now provides that where a company has been dissolved following the completion or termination of its voluntary liquidation under the Act, or its liquidation under the Insolvency Act, 2003, the Court can only restore the company to the Register if the applicant nominates an eligible person to be liquidator of the company. The Court must then appoint that person (or another eligible person) to act as liquidator, if it restores the company.
Maples and Calder recently appeared for the applicant on the first hearing of an application to restore a company under this new regime. It seems that the test that the Court will apply remains as it was under the old regime. On the facts of the case in question, the Court found that it was in the interests of justice for the company to be restored so that it could defend itself against litigation that had been commenced in another jurisdiction which might (amongst other matters) have the effect of restoring property to the company's ownership. The Court took some comfort from the fact that a liquidator was going to be appointed, and held that it was not a case in which the company was simply going to be resurrected and continue business as if nothing had happened, which would not be a proper ground for restoration.