Changes came into force in April 2016. The following summarises the most important changes.
The BVI Business Companies Act, 2004 is the primary legislation that regulates registration and operation of companies in the BVI. You will find below the key extracts from the BVI Companies Act along with the full act.
New and existing companies, must file its register of directors with the BVI Registry, the register will not be available for public inspection. A new company must file the register of directors within 14 days of the appointment of a director. Thereafter, companies must file changes to the register of directors with the BVI Registry within 21 days of the changes. Failure to comply with the relevant deadline of the new requirement carries a penalty of USD100 and an additional penalty of USD25 per day after the deadline.
The BVI Registry will apply a filing fee of USD50 in respect of the filing of the initial register.
The information that is required to be filed on the register of directors stated in the 2015 Act, as follows:
the name of a limited company shall end with the word “Limited”, “Corporation”, “Incorporated”, “Societe Anonyme”,“Sociedad Anonima”, “Ltd”, “Corp”, “Inc” or “S.A.”
(1) A company shall, at all times, have a registered office and agent in the Virgin Islands.
(2) The registered office of a company is the place specified as the company’s first registered office in the memorandum and is a physical address.
§96. A company shall keep the following documents at the office of its registered agent:
The memorandum of a company shall state:
(1) The business and affairs of a company shall be managed by, or under the direction or supervision of, the directors of the company.
(4)A company shall, at all times, have one or more directors.
(5) Subject to subsection (4), the number of directors of a company may be fixed by, or in the manner provided in, the articles of the company.
(6) If at any time a company does not have a director, any person who manages, or who directs or supervises the management of, the business and affairs of the company is deemed to be a director of the company for the purposes of this Act.
A share in a company confers on the holder
(1) Subject to the memorandum and articles of a company,
(2) The par value of a par value share may be a fraction of the smallest denomination of the currency in which it is issued.
Where a company has been struck off the Register, but not dissolved, the Registrar may, upon receipt of an application in the approved form and upon payment of the restoration fee and all outstanding fees and penalties, restore the company to the Register and issue a certificate of restoration to the Register.