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BVI Business Companies Act, 2004

SCHEDULE 2

Transitional Provisions

...

PART V

MISCELLANEOUS PROVISIONS

Effect of re-registration under this Act

37. (1) A former Act company that is re-registered, whether by the Registrar pursuant to an application made under Part II or whether automatically under Part III, continues in existence as a legal entity and its re-registration under this Act, whether under the same or a different name, does not

(a) prejudice or affect its identity;

(b) affect its assets, rights or obligations; or

(c) affect the commencement or continuation of proceedings by or against the company.

(2) Subject to subparagraph (1), a former Act company that is re-registered under this Schedule shall, from the date of its re-registration, be treated as a company incorporated under this Act.

Seals of re-registered companies

38. Where, immediately before its re-registration under Part II or Part III of this Schedule, a former-Act company has a common seal, that common seal shall, for all purposes, be considered to be a valid common seal for the purposes of this Act.

Company may disapply Part IV of this Schedule

39. A company that is re-registered as a company to which Part IV applies, may by filing

(a) a memorandum and articles that comply with this Act; and

(b) a notice in the approved form;

elect to be a company to which this Act applies and Part IV will no longer apply to the company.

Restoration of former Act companies struck off a register maintained under a former Act

40. (1) Every application to restore a former Act company that has been struck off a Register kept under a former Act but not dissolved, made on or after 1st January 2006, whether to the Registrar or to the Court, shall be made under, and determined in accordance with, this Act as if the former Act company had been a company struck off the Register under this Act.

(2) Where, pursuant to an application made under sub-paragraph (1), a company is restored, it shall be restored to the Register of Companies maintained under this Act.

Restoration of dissolved former Act companies

41. (1) Application may be made to the Court under this Act to rescind the dissolution of a former Act company dissolved under a former Act as if it was a company dissolved under this Act on the date that it was dissolved under the former Act.

(2) An application made under sub-paragraph (1)

(a) shall be made within ten years of the dissolution of the former Act company under the former Act;

(b) shall be determined in accordance with this Act.

(3) If the dissolution of a former Act company is rescinded in accordance with this paragraph, the company shall be restored to the Register of Companies maintained under this Act.

Registrar and Deputy and Assistant Registrars of Companies.

42. The person holding office as Registrar of Companies under the Companies Act (Cap.285) and every person holding office as a Deputy Registrar of Companies or an Assistant Registrar of Companies under that Act, immediately before the commencement of this Act, is deemed to have been appointed as Registrar of Corporate Affairs or as a Deputy or an Assistant Registrar of Corporate Affairs, as the case may be, in accordance with section 229(1) on the same terms as they were appointed under that Act.

References to companies in other enactments

43. A reference in any enactment to a company incorporated or registered under a former Act shall, unless the context otherwise requires, be read as including a reference to a company incorporated or re-registered under this Act.

International business companies authorised to issue bearer shares

44. (1) This paragraph applies in respect of a former Act company re-registered under this Act that, immediately before its re-registration,

(a) was an international business company; and

(b) was authorised by its memorandum on 31st December 2004 to issue bearer shares, convert registered shares to bearer shares or exchange registered shares for bearer shares.

(2) Paragraph 2 of Part III of Schedule 1 of this Act shall have no application to a company to which this paragraph applies during the period from 1st January 2005 to 31st December 2007.

(3) Paragraph 2 of Part III of Schedule 1 of this Act shall apply to a company to which this paragraph applies during the period from 1st January 2008 to 31st December 2010 with the following amendments:

(a) it shall apply only in respect of an annual fee due under section 236;

(b) the fee of $450.00 specified in subparagraph (a)(i) is reduced to $250.00;

(c) the fee of $750.00 specified in subparagraph (a)(i) is reduced to $450.00; and

(d) subparagraph (b) is deleted.

(4) Paragraph 2 of Part III of Schedule 1 shall apply to a company to which this paragraph applies from 1st January 2011, except that it shall apply only in respect of an annual fee due under section 236.