BVI Court Appoints Liquidators To Foreign Dissolved Company

• Published date: 19 November 2025
• Subject Matter: Finance and Banking, Corporate/Commercial Law, Financial Services, Commodities/Derivatives/Stock Exchanges, Corporate and Company Law, Contracts and Commercial Law
• Law Firm: Appleby
• Author: Mr Daniel Mitchell

On 12 November 2025, the BVI's Commercial Division of the Eastern Caribbean Supreme Court delivered a significant judgment in a complex inter-family dispute concerning valuable shares (the APIC Shares) in a BVI company, that trades on the Palestinian Stock Exchange, Arab Palestinian Investment Company (APIC). The Court invoked the doctrine of Reanimation, and appointed a Provisional Liquidator (PL), and then a Liquidator, over a dissolved Bahraini company to facilitate proprietary claims to recover the APIC Shares.

This decision is thought to be both the first time that the Court has (i) appointed a Liquidator over a dissolved company, and (ii) appointed a Liquidator over a foreign company. In addition to this, the Judgment provides an analysis of foreign issues relating to the vesting of shares and useful guidance to practitioners on how they should approach full and frank disclosure in the jurisdiction.

Background Facts

The evidence before the Court was extensive, with the hearing bundles exceeding 11,000 pages. To summarise the key facts:

• Rana Al-Aggad (Rana) has three siblings, Talal (Talal), Tarek (Tarek) and Lama Al-Aggad who are the children of (i) the late Omar Al-Aggad (Omar), a Saudi Arabian national, who was a very successful entrepreneur, who had a particular focus in Saudi Arabia, Palestine and Jordan; and (ii) their mother, Mrs Murad.

• Omar founded three (relevant) companies: (i) AICO Bahrain (ii) AICO Abdul-Fattah Al-Aggad & CO (AICO Saudi) (which has limited relevance to these proceedings) and (iii) APIC.

• Prior to his passing Omar transferred much of his wealth to his children; of particular relevance are the senior positions taken up by his sons: (1) Talal, as the Chairman and director of AICO Saudi (a company that is the subject of related but independent proceedings in England); and (2) Tarek as the Chairman, CEO and director of APIC. Both Talal (initially) and Tarek (subsequently and presently) were directors of a BVI company, Arab International Investment Company (AIIC).
• AIIC, Talal and Tarek (together the Set Aside Applicants) applied to discharge the PL, oppose the liquidation application and to set aside an associated ex parte proprietary injunction obtained against AIIC over the APIC Shares in March 2024.

Underlying allegations of fraud

• Tarek is said to have held valuable shares in APIC (the APIC Shares) on trust for AICO Bahrain;

• Transactions took place which facilitated the APIC Shares being removed from AICO Bahrain and transferred to AIIC in the BVI;

• Rana says she only became aware of the transfer after AICO Bahrain had already been liquidated and dissolved in Bahrain.

• One of the key questions for the Court therefore was whether it had jurisdiction to appoint a liquidator to AICO Bahrain, the foreign, dissolved, company to enable it to pursue a proprietary claim (for the recovery of the APIC Shares) in the BVI.

Statutory power to appoint a liquidator to a foreign dissolved company

Section 163 of the IA provides the BVI Court the power to appoint a (BVI) liquidator to a foreign company "if the court is satisfied that the company has a connection with the Virgin Islands."

Section 163 goes on to provide an expanded list of grounds to support a winding up petition (of a foreign company) where the Court is satisfied that the Company has a connection with the Virgin Islands. Specifically, s.163(d)...