LEGISLATION RELATING TO COMMERCIAL COMPANIES TRANSLATED
BY PHILIPPE HOSS
Law of 10 August 1915 on commercial
Extracts of the Law of 19 December
2002 on the register of commerce and companies and the accounting
and annual accounts of undertakings
Law of 24 May 2011 on the exercise of
certain rights of shareholders in general meetings of listed
Extracts of the Civil Code and the
Criminal Code regarding companies
in force as at 16 January 2017
With selected notes and references to EU sources
* This translation published on 20 January 2017 takes into
account the Law of 23 July 2016 creating the
société à responsabilité
limitée simplifiée (simplified private limited
company) which entered into force on 16 January 2017, and the Law
of 23 July 2016 regarding the publication of non-financial
information and information on diversity by certain major companies
and certain groups, which will apply from the financial years
starting on or after 1 January 2017.
The reader's attention is drawn to the transitional
provisions of the Law of 10 August 10 2016 which was published on
19 August 2016 and entered into force on 23 August 2016:
« 1) Previously incorporated companies must adapt their
articles of incorporation to the provisions of this law within a
time period of twenty-four months from its entry into force. In the
meantime, these companies shall remain governed by the previous
legal provisions and regulations.
Resolutions adopting the articles shall be passed in such a
manner and shall be subject to such publications as required for
amending the articles of association.
Notwithstanding the foregoing, where the adjustment of the
articles of incorporation is solely required because they refer to
a provision which has been abrogated or renumbered as a result of
the present law, the management body shall be empowered to make the
In case the articles of incorporation fail to be adapted,
clauses in the articles in conflict with the provisions of the
present law shall be disregarded and the mandatory provisions of
this law shall apply.
2) Sociétés coopératives incorporated prior
to the entry into force of the present law shall, in the absence of
a clause in the articles of association relating to their duration,
benefit from the provision contained in Article 117, 1°, of the
amended Law of 10 August 1915 on commercial companies.
3) Companies which, at the time of entry into force of the
present law, had a management body named "management
committee" , must within the time period set in 1, comply with
the provisions of Articles 60-1, 60-2 and 191bis, paragraph (5) of
the amended Law of 10 August 1915 on commercial
A consolidated version of the legislation featured in the
present publication applicable prior to the entry into force of the
Law of 10 August 2016 will be available on
Confidentiality of corporate documents and information is one of
the key attractions of incorporating a company in the BVI. A
company search of the BVI Registrar of Corporate Affairs will only
disclose certain information and documents.
The primary sources of regulation of M&A in the British Virgin Islands are the Business Companies Act, 2004 (the "Companies Act") and common law.
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