BVI Business Companies (Amendment) Act – Company Law
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.
Register of Directors
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 US$100 and an additional penalty of US$25 per day after the deadline.
The BVI Registry will apply a filing fee of US$50 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:
- full name, and any former names
- date of appointment as a director
- date of cessation as a director
- usual residential address
- date of birth
The name of a limited company shall end with the word “Limited”, “Corporation”, “Incorporated”, “Societe Anonyme”, “Sociedad Anonima”, “Ltd”, “Corp”, “Inc” or “S.A.”
Registered Office and Registered Agent
A company shall, at all times, have a registered office and agent in the Virgin Islands.
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.
A company shall keep the following documents at the office of its registered agent:
- the memorandum and articles of the company;
- the register of members maintained or a copy of the register of members;
- the register of directors maintained under section 118 or a copy of the register of directors; and
- copies of all notices and other documents filed by the company in the previous ten years.
Memorandum of Association
The memorandum of a company shall state:
- The name of the company;
- Whether the company is a company limited by shares or a company limited by guarantee
- The address of the first registered office and registered agent of the company;
- In the case of a company limited by shares – the maximum number of shares that the company is authorised to issue
The business and affairs of a company shall be managed by, or under the direction or supervision of, the directors of the company.
- A company shall, at all times, have one or more directors.
- The number of directors of a company may be fixed by, or in the manner provided in, the articles of the company.
- 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
- The right to one vote at a meeting of the members of the company or on any resolution of the members of the company;
- The right to an equal share in any dividend paid in accordance with this Act; and
- The right to an equal share in the distribution of the surplus assets of the company.
Subject to the memorandum and articles of a company,
- A share may be issued with or without a par value; and
- A share with a par value may be issued in any currency.
The par value of a par value share may be a fraction of the smallest denomination of the currency in which it is issued.
Certificate of Good Standing
The Registrar shall, upon request by any person, issue a certificate of good standing in the approved form certifying that a company is of good standing if the Registrar is satisfied that
- The company is on the Register of Companies; and
- The company has paid all fees, annual fees and penalties due and payable
The certificate of good standing issued shall contain a statement as to whether
- The company has filed articles of merger or consolidation that have not yet become effective
- The company has filed articles of arrangement that have not yet become effective
- The company is in voluntary liquidation
- Any proceedings to strike the name of the company off the Register of Companies have been instituted
The company may be dissolved in accordance with the BVI Companies Act through liquidation rather than struck off by the registry has the following advantages:
- liquidation will allow the company to be wound up correctly with all of the property and liabilities of a company recognised
- liquidation will allow a voluntary liquidator to commence and defend legal proceedings in the company’s name and to deal with the company’s assets
- dissolution ensures that all of the assets of the company are distributed correctly
- liquidation will provide a speedier solution, as the company will be dissolved immediately upon completion of the liquidation process.
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.