How do I close down my IBC?


Whilst you could if legal circumstances require it go down the path of a Formal Liquidation or Winding Up Application (you should seek legal and/or financial advice to determine whether it’s in your best interests to proceed that way) the most simple way to bring an IBC to a close is to not pay the annual renewal fees for the company in which case its registration will lapse. In most jurisdictions come 31 December of the current year it will be struck from the register (though it can be restored anytime up to 10 years of that date, depending on the jurisdiction).


A formal winding up or liquidation may give you priority of payment if you are an unsecured creditor of the company and there are creditors pressing, no secured creditors, and not enough funds to pay all the creditors.


To dissolve an IBC it is necessary to issue a Resolution of Dissolution signed by the director(s) of the company. The procedure of dissolution will take from 1 to 2 months depending on the jurisdiction provided that the company does not have any assets which must be attributed to the shareholders, and no debt obligations or other liabilities.


Thus if an IBC does not have any assets or liabilities, it will have to submit:


  1. Bank statements
  2. A Declaration signed by the directors of the company confirming that the company does not have any assets or liabilities
  3. Resolution of Dissolution signed by the director(s) of the company.


If the company has had business transactions and maintained financial records, it will have to provide financial statements, returns, and other documents confirming the financial position of the company at the time of dissolution.


The above documents must be sent to the Company’s Registered Agent in the jurisdiction of incorporation who will prepare Articles of Dissolution, publish a note in a local newspaper and then register the winding up with the authorities. After that the Registrar will issue a Certificate of Dissolution.


If there are outstanding 3rd party creditors Lawyers may have to be briefed at a similar cost to what you would pay “onshore” for the same legal procedure. Note also the company should be in good standing to apply for liquidation and any unpaid annual renewal fees will need to be met before the procedure can begin.


Re The Bank to close the account it’s a matter of us advising that in a fax/letter to them + details of where you want excess funds to go and then we just send a faxed TT request to them to so on forward (less any fees as applicable which presumably they will deduct).


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