Ogier secures landmark BVI ruling on restoration of dissolved companies

Ogier's Dispute Resolution team in the BVI has secured a significant ruling in the matter of AS PNB Banka (in liquidation) v Registrar of Corporate Affairs, BVIHC(COM) 2025/0234, resolving a long-standing issue for creditors seeking to restore dissolved BVI companies and place them into liquidation. 

Acting for the applicant creditor, AS PNB Banka (in Liquidation), Ogier obtained the first written judicial determination confirming that where restoration and liquidation are sought as part of the same order, a dissolved company can be restored and immediately placed into liquidation without appointing a registered agent. 

The Honourable Ingrid Mangatal [Ag.] of the Commercial Division of the High Court of Justice in the Virgin Islands handed down the landmark judgment, heard together with BVIHC(COM)2025/0540, following multiple hearings and further written submissions.  

Case background

The proceedings concerned Hillsham Limited (Hillsham), a BVI company that was dissolved on 4 July 2023 for non-payment of annual fees. AS PNB Banka (in Liquidation) (AS PNB), a joint stock company registered in Latvia and engaged in the business of providing banking services, applied to restore Hillsham to the Register and to place it into insolvent liquidation. The bank claimed creditor status under a loan agreement and pledge agreement entered into with Hillsham on 6 May 2014. As at February 2026, Hillsham owed AS PNB nearly EUR16 million, excluding accrued penalty interest, and had previously confirmed in writing that it was unable to pay. 

The application arose against the practical difficulty that AS PNB was unable to appoint a registered agent without access to company records or the co-operation needed to satisfy onboarding requirements. The bank had contacted several registered agents, but none were willing to act, or would do so only if AS PNB could provide Know Your Customer (KYC) verification and other Hillsham company information that it was unable to provide.  

Against that background, the Court was asked to determine whether section 218A of the BVI Business Companies Act 2004 required the appointment of a registered agent in every case, even where a creditor sought restoration solely for the purpose of placing the dissolved company immediately into insolvent liquidation. 

Removing a practical impasse 

Creditors have long faced the circular problem that restoration typically requires the prior appointment of a registered agent, but securing that appointment is often impossible without access to the company’s records or co-operation from former directors and shareholders. As a result, otherwise viable creditor restoration applications were historically often rendered impracticable by the lack of co-operation from former directors of the debtor company or broader issues in locating or contacting them.

The Court has now resolved this issue. By adopting a purposive approach to the BVI statutory framework, it held that where restoration and liquidation are sought as part of a single process, the appointment of a registered agent is not a prerequisite. 

A pragmatic approach from the Court 

In AS PNB Banka (in liquidation) v Registrar of Corporate Affairs, the Court's carefully reasoned judgment stated that where liquidators assume control immediately upon restoration, requiring the prior appointment of a registered agent serves no practical purpose. 

The Court therefore ordered that the company be restored and placed it into liquidation as part of a single, integrated process, removing an unnecessary procedural barrier to creditors seeking access to the insolvency regime. 

As Justice Mangatal observed, requiring a registered agent in these circumstances would impose a condition “which the [BVI Business Companies Act] itself declares unnecessary once liquidation commences”. 

Looking ahead to the future 

The Court's decision provides clarity on the interaction between the BVI Business Companies Act and the Insolvency Act and significantly improves the position for both creditors and insolvency practitioners in the future.  

For creditors, it confirms that their rights cannot be made dependent on the commercial risk appetite of registered agents and their willingness to act, or the availability of information often inaccessible to creditors. It also makes clear that the Court will not permit difficulties surrounding the appointment of a registered agent to frustrate legitimate creditor claims. The practical consequence is that creditors will be able to seek to restore a dissolved company into liquidation without the need to engage with the rigorous KYC and AML requirements of BVI registered agents and the associated costs. 

For insolvency practitioners, the decision streamlines the process by removing the need for staged or conditional applications and provides welcome certainty as to appropriate route for restoring dissolved companies, particularly in cases involving absent or uncooperative management. 

How Ogier can help 

Ogier regularly advises creditors, insolvency practitioners and stakeholders on restoration applications, liquidations and cross-border asset recovery strategies. For further information or tailored legal advice, please contact a member of our global Dispute Resolution team.