BVI Business Companies Act, 2004
THE BVI BUSINESS COMPANIES ACT, 2004
No. 16 of 2004
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
BVI BUSINESS COMPANIES ACT, 2004
ARRANGEMENT OF SECTIONS
1. Short title and commencement.
3. Meaning of “company” and “foreign company”.
4. Meaning of “subsidiary” and “holding company”.
INCORPORATION, CAPACITY AND POWERS
5. Types of company.
6. Application to incorporate a company.
7. Incorporation of a company.
8. Registration of company as restricted purposes company.
10. Additional matters to be stated in memorandum of restricted purposes
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.
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.
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.
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.
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.
52. Transferability of shares.
53. Transfer of shares by operation of law.
54. Method of transfer of registered share.
55. Transfer of bearer share.
56. Meaning of solvency test and distribution.
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.
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.
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.
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.
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.
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.
109. Management by directors.
110. Committees 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.
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.
126. Meetings of directors.
127. Notice of meeting of directors.
128. Quorum for meetings of directors.
129. Consents of directors.
130. Alternates for directors.
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.
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
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.
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.
178. Arrangement where company in voluntary liquidation.
179. Rights of dissenters.
179A.Schemes of arrangement.
180. Foreign company may continue under this Act.
181. Application to continue under this Act.
183. Effect of continuation.
184. Continuation under foreign law.
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.
185. Meaning of “carrying on business”.
186. Registration of foreign company.
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.
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.
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.
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.
ADMINISTRATION AND GENERAL
228A.Company Law Review Advisory Committee.
229. Registrar of Corporate Affairs.
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.
TRANSITIONAL AND MISCELLANEOUS PROVISIONS
244. Limited Liability Companies.
246. Declaration by Court.
247. Judge in Chambers.
248. Transitional provisions.
249. Amendment of Schedules.
250. Repeals and amendments.
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