REFINE, RESTRUCTURE, REASSESS AND REMOVE
It’s Time To Consider The End Of Year Implications Vis-a-Vis Excess Or Unnecessary Corporate Vehicles And The Timings Thereof.
In order to avoid 2026 fees and corporate filing requirements levied on a corporate vehicle there are some options available to bring about its termination. There are typically two main ways that a solvent or economically unwound corporate vehicle can be dealt with:
- Voluntary Liquidation
- Voluntary Strike Off
Voluntary Liquidation
This is a process that is enacted outside of formal court process and is typically initiated via the passing of a resolution by the shareholders to place the company into solvent liquidation and appoint a liquidator. There are a number of administrative steps to be completed once the company is in liquidation and the liquidation is brought to a close with the calling of a Final General Meeting (FGM) and subsequently filing a final return. The filing of the final return and the subsequent dissolution of the vehicle is a terminal event and the company cannot be revived absent a court order.
Similar to the above this is also a non-court process although unlike voluntary liquidation the strike off is achieved through an application to the Registrar of Companies for the vehicle to be struck from the register. Unlike voluntary liquidations the vehicle can be revived back to the register however dependent on jurisdiction, there are different timescales for that revival. To provide finality to the corporate vehicle the shareholders / directors may prefer the voluntary liquidation process utilising the guidance of a professional liquidator rather than a strike off.
Voluntary Strike Off
In addition to the above considerations there is the possibility that the vehicle may be a regulated entity and specific deregistration from the respective regulatory body will be necessary before either option above is pursued. In addition as a requirement of the respective regulatory body there may be obligations to be fulfilled by the corporate vehicle including but not limited to a stub audit.
Regulated corporate vehicles – Pre deregistration compliance considerations
In addition to the above considerations there is the possibility that the vehicle may be a regulated entity and specific deregistration from the respective regulatory body will be necessary before either option above is pursued. In addition as a requirement of the respective regulatory body there may be obligations to be fulfilled by the corporate vehicle including but not limited to a stub audit.
Timings and Appointment of a Voluntary Liquidator
The knowledgeable and technically aware individuals at KRyS Global are able to act
as sole or Joint Voluntary liquidators as the situation requires.
Bermuda
In order to avoid the annual fees and filing requirements for 2026 the corporate vehicle must hold the FGM and subsequently notify the Bermuda Registrar of Companies of the dissolution on or before 31 December, 2025.
As a consequence of the above we would need to complete the onboarding process on or before 1 November, 2025.
British Virgin Islands
Corporate vehicles incorporated in the British Virgin Islands are subject to specific deadlines regarding the payment of annual fees, which vary based on the period of incorporation.
Corporate vehicles incorporated between January and June are categorized as first-half companies. To effectively avoid the 2026 annual fee, these entities must commence and finalize the process of voluntary liquidation no later than 31 May, 2026.
Corporate vehicles incorporated between July and December fall under the classification of second-half companies in order to avoid 2026 annual fee, these entities must commence and finalize voluntary liquidation by 30 November, 2026.
As a consequence of the above we would need to complete the onboarding process for first-half companies on or before November 2025 and for second-half companies on or before May 2026.
Cayman Islands
In order to avoid the annual fees for 2026 the corporate vehicle must hold the FGM and file the final return on or before 31 January 2026.
Accordingly, should the entity be economically unwound, deregistered from its regulatory body and no stub audit necessary then in order to achieve the above timing we would need to commence the liquidation by 1 November 2025.
As a consequence of the above we would need to complete the onboarding process in October 2025.
Guernsey
In order to avoid the annual fees for 2026 the corporate vehicle must hold the Final General Meeting on or before 31 December 2025 and file the necessary notice with the Registry. As a consequence of the above we would need to complete the onboarding process in October 2025.
Assistance
Should you require any assistance in respect of the above, please reach out to the following contacts in the respective offices.
GREIG MITCHELL
British Virgin Islands
P +1 284 229 1766
E Greig.Mitchell@KRyS-Global.com
JOSEPH SITHOLE
Bermuda
P +1 441 294 2940
E JSithole@KRyS-Global.com
MARK LONGBOTTOM
Cayman Islands
P +1 345 815 8413
E Mark.Longbottom@KRyS-Global.com
JOHN AYRES
Guernsey
P +44 1481 711 211
E John.Ayres@KRyS-Global.com