The Anguilla offshore IBC separates the company as a legal entity from its owners and staff. It holds limited liability. This layer of protection only applies to companies that are kept in good standing and included in the local commercial registry. International companies come and go. This is nothing different in Anguilla. Several circumstances justify reactivation and restoration of the company. For beneficiaries of dormant, lapsed and dissolved offshore IBC’s revival is often of critical importance. Complete the contact form below to discuss your specific needs and schedule a realistic timeframe to complete the restoration application.
Offshore Company Reactivation
The British Overseas territory Anguilla is a stable and attractive jurisdiction for the incorporation of offshore International Business Corporations. The focus on quality in matter of recruitment of foreign direct investment via IBC incorporation, rather than on quantity as ordinary in most traditional offshore financial centers, enables the country to formulate a firm framework for non-resident and professional entrepreneurship. Contrary to most offshore financial centers that focus on the British common law system for its legal framework and company law statutes, Anguilla follows models that originate in the US corporate law.
Private international companies that are registered and incorporated in Anguilla may be struck of the commercial registry for several reasons. These include voluntary and mandatory dissolution, but also accidental removal from the registry. Closure of an Anguilla offshore IBC ends all corporate responsibilities and contractual agreements. As such, beneficiaries are unable to access blocked or forgotten assets, and impose limited liability for personal misconduct during the active status of the company. Distinct, yet serious legal and financial challenges may thus occur for direct and indirect beneficiaries of such Anguilla companies.
Where contract law is insufficient to protect the position of the parties involved, both civil and criminal courts can pierce the corporate veil and hold beneficiaries of a company responsible for its conduct. Companies that have ceased to exist are unable to use this doctrine. A legal entity cannot be used to shield or conceal illicit behavior. Alleged misconduct and financial malpractice can therewith come at the expense of the natural persons that ran a company when it is now out of business. Reactivation and restoration of the company is then justified to mitigate risk and potentially share responsibilities when the wrongs are exclusively attributed to the company.
Anguilla offshore IBC’s may also stop trading due to a lack of work, the end of a contract that required the incorporation, or by natural causes and passing away of the responsible natural person. In these matters, the assets of the company can only be formally distributed. When for example the company is involved in legal proceedings, insolvency proceedings or is a creditor in bank failure and liquidation, the dissolution of the Anguilla offshore IBC has severe adverse consequences since assets are often not paid out to others than the company, a separated legal person then the individual running it.
Chapter C65 of the Anguilla Companies Act (2000) reveals several applications for restoration:
- Directors are jointly and severally liable to restore to the company any amounts so distributed or paid and not otherwise recovered by the company.
- Revival of an Anguilla offshore IBC or other local company that was struck of and dissolved may be brought back into good standing by a shareholder, creditor or debenture holder of the company, or a liquidator or receiver of the property of the company.
- Revival is possible up to 20 years of the date of resolution.
- Applications for restoration and revival may be approved if the business is still operating, is engaged in legal proceedings, was in liquidation or receivership, or had property that had not been disposed of.
- A certificate of revival and restoration into the commercial register can be provided.
- Successful reactivation, restoration and revival requires the payment of all fees and penalties due from the company at the date of dissolution, and all annual fees and penalties between the time of dissolution and the moment of restoration.
- Stakeholders and interested persons may apply to the court to request the company to be restored and revived.
- A liquidator may order any person that concealed, withheld or misappropriated property of the company to restore the property or pay equivalent compensation to the liquidator.
- A restored and revived company is in good standing and thus maintained in the Anguilla commercial registry and visible upon request.
Anguilla Offshore IBC Reactivation and Restoration Procedures
Company reactivation is not always feasible due to the high cost of restoration procedures. Yet, in matters where beneficiaries are held responsible for corporate wrongdoing in the past, the legal person held restricted property that finally becomes available, or the legal person becomes entitled to a financial reward the procedures for reactivation, restoration and revival may be justified.
The timeframe between the dissolution of the company and the start of the reactivation procedures determines the length of the restoration of the company. If court intervention is required or the grounds for approval of the application are subjective, more time is often needed. As such, appropriate guidance is often recommended. Therefore, please complete the contact form below, or call us at 00357-22257680 to discuss your case and determine the feasibility of filing for a restoration application.