How to Effectively Serve Process for Inactive British Virgin Islands Corporations

Service of process is the formal procedure used to officially notify one party of a lawsuit by another party. This article explores the steps involved in serving an inactive corporation in the British Virgin Islands (BVI).

Firstly, it is important to note that “[t]he determination of whether service of process is sufficient is limited to whether the requisites of the controlling statute have been complied with and such compliance appears of record.” McDaniel v. FirstBank Puerto Rico, 96 So. 3d 926, 929 (Fla. 2d DCA 2012).

For foreign corporations, service of process is governed by § 607.15101, which provides that a foreign corporation “may be served with process . . . in accordance with s. 48.081.” § 607.15101(1), Fla. Stat. Pursuant to § 48.081, a foreign corporation “may be served with process . . . by service on its registered agent.” § 48.081(2), Fla. Stat.; Mattress One, Inc. v. Sunshop Properties, LLC, 282 So. 3d 1024, 1026 (Fla. 3d DCA 2019) (finding that service of process “may be perfected on the registered agent designated by the corporation”).

If the registered agent is located in the BVI, service is also governed by § 48.197, which states that process may be served in a foreign country by “any internationally agreed-upon means of service reasonably calculated to give actual notice of the proceedings,” such as the Hague Convention. § 48.197(1)(a), Fla. Stat.

The Hague Convention applies to service in the BVI, “because the United States and the United Kingdom are both signatories to the Hague Convention,” and the BVI is an overseas territory of the United Kingdom. Atlantis Marine Towing & Salvage Servs., Inc. v. Escapade Marine Ventures, 2020 WL 7426827, at *2 (S.D. Fla. Oct. 27, 2020).

Under Article 10, “[p]rovided the State of destination does not object,” the Convention “shall not interfere with … the freedom of any person interested in a judicial proceeding to effect service … directly through the judicial officers, officials or other competent persons of the State of destination.” Hague Convention art. 10(c), Nov. 15, 1965, T.I.A.S. No. 6638.

“Because service of process by a process server is a method permitted by English law, it is valid under Article 10(c).” Health Sci. Distributors, Co. v. Usher-Sparks, 2012 WL 601148, at *3 (M.D. Fla. Jan. 20, 2012); also Richardson v. Attorney Gen. of the British Virgin Islands, 2010 WL 2949438, at *1 (D.V.I. July 23, 2010) (service of process sufficient under Hague Convention where plaintiffs “retained a process server in the British Virgin Islands”).

Indeed, pursuant to the BVI Business Companies Act (“BC Act”), “[s]ervice of a document may be effected on a company by addressing the document to the company and leaving it at . . . the office of the company’s registered agent.” § 101(1)(b), BVI Bus. Cos. Act; see also Interlink Metals & Chemicals, Inc. v. Kazdan, 644 N.Y.S.2d 704, 706 (N.Y. App. Div. 1996) (noting service of process “can be effected . . . by leaving the process at the registered agent’s office or the registered office . . . and such service is deemed effective under British Virgin Islands law”); cf. Steinberg v. A Analyst Ltd., 2009 WL 3055226, at *2 (S.D. Fla. Sept. 21, 2009) (“process was served on a registered agent . . . in the British Virgin Islands pursuant to the Hague Convention”).

As noted above, service of process on a BVI registered agent is permissible under Article 10(c) of the Hague Convention by merely leaving it at the office of the company’s registered agent. Nothing in the BC Act requires that the BVI entity be active. As long as the registered agent is properly served, service should be legally sufficient.

For more information on service of process for British Virgin Island entities, contact one of our experienced business attorneys at 305-570-2208. You can also email our lead attorney Eduardo directly at eduardo@ayalalawpa.com. 

We at Ayala Law PA are passionate about helping those in legal need, so please don’t hesitate to schedule a case evaluation with us online here.

[The opinions in this blog are not intended to be legal advice. You should consult with an attorney about the particulars of your case]