Preface

This publication has been prepared for the assistance of those who are considering the operation of companies in the British Virgin Islands ("BVI"). It deals in broad terms detailing certain continuing requirements of the BVI Business Companies Act and is not intended to be exhaustive but merely to provide brief details and information which we hope will be of use to our clients. We recommend that our clients and prospective clients seek legal advice in the BVI on their specific proposals before taking steps to implement them.

Before proceeding with the incorporation of a company in the BVI, persons are advised to consult their tax, legal and other professional advisers in their respective jurisdictions.

Persons considering establishing companies to carry on insurance or mutual fund business should request separate publications prepared by this Firm on these topics.

Conyers Dill & Pearman

1. INTRODUCTION

The BVI Business Companies Act (the "Business Companies Act") imposes continuing obligations on all business companies. A business company incorporated under the Business Companies Act may be (a) a company limited by shares; (b) a company limited by guarantee that is not authorised to issue shares; (c) a company limited by guarantee that is authorised to issue shares; (d) an unlimited company that is not authorised to issue shares; or (e) an unlimited company that is authorised to issue shares. Those companies which carry on business as trust companies, banks, company managers, insurance companies, insurance managers, mutual fund administrators and most mutual funds are subject to additional regulation governing those activities, details of which are available on request.

The main requirements of the Business Companies Act may be summarised as follows.

2. REGISTERED AGENT / REGISTERED OFFICE

A BVI business company must at all times maintain a registered office in the BVI, maintained by its own staff or the registered agent. The registered office must be a physical address in the BVI, not a post office box, and its details must be included in the first memorandum and articles of association.

A business company is also required to have a registered agent in the BVI. Registered Agents in the BVI must hold a licence under either the Company Management Act or the Banks and Trust Companies Act that authorizes them to provide registered agent services in the BVI. The list of registered agents can be found on the BVI Financial Services Commission website, under "regulated entities." A company that does not have a registered agent in the BVI in accordance with the Business Companies Act commits an offence and is liable on summary conviction to a significant fine.

3. CORPORATE RECORDS

A BVI business company must maintain the following documents in the BVI, either at the office of its registered agent (items 1-5) or at its registered office (item 5 only):

3.1 the memorandum and articles of association;

3.2 the register of members or a copy of the register of members, including:

  1. the names and addresses of the persons who hold registered shares in the company;
  2. the number of each class and series of registered shares or, if relevant, bearer shares held by each shareholder;
  3. in case of bearer shares, the following must be disclosed in respect of each bearer share certificate:
    1. the identifying number of the certificate;
    2. the number of each class or series of bearer shares specified in the certificate;
    3. the date of issue of the certificate; and
    4. the name and address of the custodian of the certificate;
  4. the names and addresses of the persons who are guarantee members of the company;
  5. the names and addresses of the persons who are unlimited members;
  6. the date on which each member was entered in the register of members; and
  7. the date on which any person ceased to be a member;

3.3 the register of directors or a copy of the register of directors, containing:

  1. in the case of an individual director, the individual's:
    1. full name;
    2. former name, if any, unless the former name was changed by deed poll or other legal means or disused for more than 10 years;
    3. date of appointment as a director or nomination as a reserve director;
    4. date of cessation as a director or reserve director;
    5. address for the service of documents;
    6. usual residential address, unless that address is the same as the individual's address for the service of documents;
    7. date and place of birth; and
    8. nationality.
  2. in the case of a corporate director, the corporate director's;
    1. corporate name;
    2. corporate or registration number, if any,
    3. registered office or principal office;
    4. address, but if the corporate director is incorporated or registered in the BVI, its corporate or registration number only;
    5. date of appointment as corporate director;
    6. date of cessation as corporate director; and
    7. place of incorporation or registration and date of such incorporation or registration;

Click here to continue reading . . .

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.