Preliminary Provisions Incorporation Memorandum and Articles Company Names Capacity and Powers Shares Issue of Shares Transfer of Shares Share Distributions Immobilisation of Bearer Shares Members Registered Office and Agent Company Records Administration General Provisions Management by Directors Appointment and Resignation Duties of Directors Proceedings of Directors Segregated Portfolio Companies Approval and Registration Attributes and Requirements Liquidation and Administration SPC General Provisions Registration of Charges Merger and Sale of Assets Continuation Members Remedies Foreign Companies Liquidation Insolvent Company Liquidation Striking Off and Dissolution Investigation of Companies Administration and General Transitional & Misellaneous Provisions Schedule 1, Part I: Fees Schedule 1, Part II: Penalties Schedule 1: Additional Provisions Schedule 2: Transitional Provisions Schedule 2, Part II: Reregistration Schedule 2: Automatic Reregistration Schedule 2, Part IV Schedule 2, Part V

BVI Business Companies Act, 2004

VIRGIN ISLANDS

THE BVI BUSINESS COMPANIES ACT, 2004

No. 16 of 2004

Amended by

26/2005

Subsidiary Legislation

Segregated Portfolio Companies Regulations, 2005 (S.I. 2005 No. 96)

Revised under the Statute Revision Act, 2005 (No. 25 of 2005)

as of 1st January, 2006

No. 16 of 2004

VIRGIN ISLANDS

BVI BUSINESS COMPANIES ACT, 2004

ARRANGEMENT OF SECTIONS

Section

PART I

PRELIMINARY PROVISIONS

1. Short title and commencement.

2. Interpretation.

3. Meaning of “company” and “foreign company”.

4. Meaning of “subsidiary” and “holding company”.

PART II

INCORPORATION, CAPACITY AND POWERS

Division 1 - Incorporation

5. Types of company.

6. Application to incorporate a company.

7. Incorporation of a company.

8. Registration of company as restricted purposes company.

Division 2 – Memorandum and Articles

9. Memorandum.

10. Additional matters to be stated in memorandum of restricted purposes

company.

11. Effect of memorandum and articles.

12. Amendment of memorandum and articles.

13. Filing of notice of amendment of memorandum or articles.

14. Amendment of memorandum with respect to restricted purposes.

15. Restated memorandum or articles.

16. Provision of copies of memorandum and articles to members.

Division 3 – Company Names

17. Required part of company name.

18. Restrictions on company names.

19. Company number as company name.

20. Foreign character name.

21. Company may change name.

22. Registrar may direct change of name.

23. Effect of change of name.

24. Re-use of company names.

25. Reservation of name.

26. Use of company name.

Division 4 – Capacity and Powers

27. Separate legal personality.

28. Capacity and powers.

29. Validity of acts of company.

30. Personal liability.

31. Dealings between company and other persons.

32. Constructive notice.

PART III

SHARES

Division 1 - General

33. Legal nature of shares.

34. Rights attaching to shares and classes of shares.

35. Series of shares.

36. Types of shares.

37. Par value and no par value shares.

38. Bearer shares.

39. Fractional shares.

40. Change in number of shares company authorised to issue.

40A. Division and combination of shares.

41. Register of members.

42. Register of members as evidence of legal title.

43. Rectification of register of members.

44. Share certificates.

Division 2 - Issue of Shares

45. Issue of shares.

46. Pre-emptive rights.

47. Consideration for shares.

48. Shares issued for consideration other than money.

49. Consent to issue of shares.

50. Time of issue.

51. Forfeiture of shares.

Division 3 - Transfer of Shares

52. Transferability of shares.

53. Transfer of shares by operation of law.

54. Method of transfer of registered share.

55. Transfer of bearer share.

Division 4 - Distributions

56. Meaning of solvency test and distribution.

57. Distributions.

58. Recovery of distribution made when company did not satisfy solvency test.

59. Company may purchase, redeem or otherwise acquire its own shares.

60. Process for purchase, redemption or other acquisition of own shares.

61. Offer to one or more shareholders.

62. Shares redeemed otherwise than at option of company.

63. Purchases, redemptions or other acquisitions deemed not to be a distribution.

64. Treasury shares.

65. Reissue of treasury shares.

66. Mortgages and charges of shares.

Division 5 - Immobilisation of Bearer Shares

67. Interpretation for this Division.

68. Meaning of disabled bearer share.

69. Issue of bearer shares and conversion of registered shares.

70. Bearer shares not held by custodian disabled.

71. Information concerning beneficial owner of bearer share.

72. Duties of authorised custodian holding bearer share.

73. Transfer of bearer shares.

74. Procedure on a person ceasing to be a custodian.

75. Transfer of beneficial ownership of, or interest in, bearer share.

76. Notification of person having right to entitlements carried by bearer share.

77. Regulations.

PART IV

MEMBERS

78. Meaning of “shareholder”, “guarantee member” and “unlimited member”.

79. Company to have one or more members.

80. Liability of members.

81. Members’ resolutions.

82. Meetings of members.

83. Notice of meetings of members.

84. Quorum for meetings of members.

85. Voting trusts.

86. Court may call meeting of members.

87. Proceedings at meetings of members.

88. Written resolutions.

89. Service of notice on members.

PART V

COMPANY ADMINISTRATION

Division 1 – Registered Office and Registered Agent

90. Registered office.

91. Registered agent.

92. Change of registered office or registered agent.

93. Resignation of registered agent.

94. Registered agent ceasing to be eligible to act.

95. Register of Approved Registered Agents.

Division 2 – Company Records

96. Documents to be kept at office of registered agent.

97. Other records to be maintained by company.

98. Financial records.

99. Form of records.

100. Inspection of records.

101. Service of process, etc. on company.

102. Books, records and common seal.

Division 3 - General Provisions

103. Contracts generally.

104. Contracts before incorporation.

105. Notes and bills of exchange.

106. Power of attorney.

107. Authentication or attestation.

108. Company without members.

PART VI

DIRECTORS

Division 1 – Management by Directors

109. Management by directors.

110. Committees of directors.

Division 2 – Appointment, Removal and Resignation of Directors

111. Persons disqualified for appointment as director.

112. Consent to act as director.

113. Appointment of directors.

114. Removal of directors.

115. Resignation of director.

116. Liability of former directors.

117. Validity of acts of director.

118. Register of directors.

118A. Annual return for unlimited company not authorised to issue shares.

119. Emoluments of directors.

Division 3 - Duties of Directors and Conflicts

120. Duties of directors.

121. Powers to be exercised for proper purpose.

122. Standard of care.

123. Reliance on records and reports.

124. Disclosure of interest.

125. Avoidance by company of transactions in which director is interested.

Division 4 – Proceedings of Directors and Miscellaneous Provisions

126. Meetings of directors.

127. Notice of meeting of directors.

128. Quorum for meetings of directors.

129. Consents of directors.

130. Alternates for directors.

131. Agents.

132. Indemnification.

133. Insurance.

PART VII

SEGREGATED PORTFOLIO COMPANIES

Division 1 – Approval and Registration

134. Interpretation for this Part.

135. Incorporation or registration as segregated portfolio company.

136. Application for approval of Commission.

137. Commission may approve application.

Division 2 - Attributes and Requirements of Segregated Portfolio Companies

138. Segregated portfolios.

139. Segregated portfolio shares.

140. General shares.

141. Segregated portfolio distributions and dividends.

142. Company to act on behalf of portfolios.

143. Assets.

144. Creditors of a segregated portfolio company.

145. Segregation of assets.

146. Segregation of liabilities.

147. General liabilities and assets.

148. Financial statements.

149. Limitation on transfer of segregated portfolio assets from segregated portfolio company.

Division 3 – Liquidation, Portfolio Liquidation Orders and Administration

150. Meaning of “liquidator”.

151. Liquidation of segregated portfolio company.

152. Portfolio liquidation orders.

153. Application for portfolio liquidation order.

154. Conduct of portfolio liquidation.

155. Distribution of segregated portfolio assets.

156. Discharge and variation of portfolio liquidation orders.

157. Remuneration of portfolio liquidator.

158. Administration of segregated portfolio under Insolvency Act.

Division 4 – General Provisions

159. Regulations.

PART VIII

REGISTRATION OF CHARGES

160. Interpretation for this Part.

161. Creation of charges by a company.

162. Company to keep register of charges.

163. Registration of charges.

164. Variation of registered charge.

165. Charge ceasing to affect company’s property.

166. Priority of relevant charges.

167. Priority of other shares.

168. Exceptions to sections 166 and 167.

PART IX

MERGER, CONSOLIDATION, SALE OF ASSETS, FORCED REDEMPTIONS, ARRANGEMENTS AND DISSENTERS

169. Interpretation for purposes of this Part.

170. Approval of merger and consolidation.

171. Registration of merger and consolidation.

172. Merger with subsidiary.

173. Effect of merger or consolidation.

174. Merger or consolidation with foreign company.

175. Disposition of assets.

176. Redemption of minority shares.

177. Arrangements.

178. Arrangement where company in voluntary liquidation.

179. Rights of dissenters.

179A.Schemes of arrangement.

PART X

CONTINUATION

180. Foreign company may continue under this Act.

181. Application to continue under this Act.

182. Continuation.

183. Effect of continuation.

184. Continuation under foreign law.

PART XA

MEMBERS’ REMEDIES

184A. Interpretation for this Part.

184B. Restraining or compliance order.

184C. Derivative actions.

184D. Costs of derivative action.

184E. Powers of Court when leave granted under section 184C.

184F. Compromise, settlement or withdrawal of derivative action.

184G. Personal actions by members.

184H. Representative actions.

184I. Prejudiced members.

PART XI

FOREIGN COMPANIES

185. Meaning of “carrying on business”.

186. Registration of foreign company.

187. Registration

188. Registration of changes in particulars.

189. Foreign company to have registered agent.

190. Control over names of foreign companies.

191. Use of name by foreign company.

192. Annual return.

193. Foreign company ceasing to carry on business in the Virgin Islands.

194. Service of documents on a foreign company registered under this Part.

195. Validity of transactions not affected.

196. Transitional provisions for this Part.

PART XII

LIQUIDATION, STRIKING-OFF AND DISSOLUTION

Division 1 - Liquidation

197. Application of this Part.

198. Declaration of solvency.

199. Appointment of liquidator.

200. Appointment of voluntary liquidator of long term insurance company or other regulated person.

201. Control of voluntary liquidation of regulated person.

202. Duration of liquidation.

203. Circumstances in which liquidator may not be appointed.

204. Notice and advertisement of liquidation.

205. Effect of appointment of voluntary liquidator.

206. Duties of voluntary liquidator.

207. Powers of voluntary liquidator.

207A.Termination of voluntary liquidation.

208. Completion of liquidation.

Division 2 – Liquidation where Company Insolvent

209. Company in voluntary liquidation unable to pay its debts.

210. Liquidator to call meeting of creditors.

211. Insolvency Act to apply.

Division 3 – Striking Off and Dissolution

212. Interpretation for this Division.

213. Striking company off Register.

214. Appeal.

215. Effect of striking off.

216. Dissolution of company struck off the Register.

217. Restoration of name of company to Register by Registrar.

218. Declaration that dissolution void and restoration of name to Register by Court.

219. Appointment of Official Receiver as liquidator of company struck off.

220. Property of dissolved company.

221. Disclaimer.

PART XIII

INVESTIGATION OF COMPANIES

222. Definition of “inspector”.

223. Investigation order.

224. Court’s powers.

225. Inspector’s powers.

226. Hearing in camera.

227. Incriminating evidence.

228. Privilege.

PART XIV

ADMINISTRATION AND GENERAL

228A.Company Law Review Advisory Committee.

229. Registrar of Corporate Affairs.

230. Registers.

231. Optional registration of registers of members and directors.

232. Filing of documents.

233. Inspection of Registers and documents filed.

234. Form of certificate.

235. Certificate of good standing.

236. Fees and penalties to be paid to Registrar.

237. Recovery of penalties, etc.

238. Company struck off liable for fees, etc.

239. Fees payable to Registrar.

240. Companies Regulations.

241. Approval of forms by Commission.

242. Exemptions from tax.

243. Offence provisions.

PART XV

TRANSITIONAL AND MISCELLANEOUS PROVISIONS

244. Limited Liability Companies.

245. Jurisdiction.

246. Declaration by Court.

247. Judge in Chambers.

248. Transitional provisions.

249. Amendment of Schedules.

250. Repeals and amendments.