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1 BRITISH VIRGIN ISLANDS business companies ACT, 2004 LAST UPDATED: OCTOBER 2018 BVI business companies ACT compendium Page 1 PREFACE We have prepared this BVI business companies Act, 2004 compendium as a service to our clients. The BVI business companies Act compendium contains a consolidated version of the BVI business companies Act, 2004, incorporating all amendments, to date, including consolidated versions of related regulations and statutory instruments. The most recent legislative updates include the BVI business companies (Amendment of Schedule 1) (No. 3) Order, 2018, in force 1 September 2018, the BVI business companies (Amendment) Act, 2018, the Segregated Portfolio companies (BVI business Company) Regulations, 2018, the Segregated Portfolio companies (Insurance) Regulations, 2018, and the Segregated Portfolio (Mutual Funds) Regulations, 2018, all in force 1 October 2018.

2 Other recent amendments include the BVI business companies (Restricted Company Names) (Amendment) Notice, 2018, in force 5 July 2018, the BVI business companies Act (Amendment of Schedule 1) (No. 2) Order, 2018, in force 30 June 2018, and the BVI business companies Act (Amendment of Schedule 1) Order, 2018, Gazetted 27 April 2018 and deemed to have come into force 1 January 2018, save for the provisions of section 2(c), which came into force 1 July 2018, the BVI business companies Act (Amendment of Schedule 1) (No. 3) Order, 2016 and the BVI business companies Act (Amendment of Schedules) Order, 2017, both in force 1 January 2018. This compendium also includes the following related legislation as amended: BVI business companies Regulations, 2012 (S. I. 2012:23) BVI business companies (Amendment) Regulations, 2015 (S. I.)

3 2015:73) BVI business companies (Company Names) Regulations, 2007 (S. I. 2007:49) Segregated Portfolio companies Regulations, 2005 (S. I. 2005:96) BVI business companies (Restricted Company Names) Notice 2013 (S. I. 2013:48) This compendium does not, however, contain the various forms and filings prescribed by the legislation; these are available on request from Conyers Dill & Pearman. While every effort has been made to ensure its accuracy, and it is believed that the only errors in this reprint are those contained in the statutes themselves (which errors have been faithfully reproduced), no responsibility is assumed for the content and reference is made to the original for an authoritative statement of the laws and regulations. CONYERS DILL & PEARMAN BRITISH VIRGIN ISLANDS October 2018 BVI business companies ACT compendium Page 2 TABLE OF STATUTES AND STATUTORY INSTRUMENTS BVI business companies Act, 2004 (2004:16) BVI business companies (Amendment) Act, 2005 (2005:26) BVI business companies (Amendment) Act, 2006 (2006:12) BVI business companies (Amendment of Schedules) Order, 2007 (S.

4 I. 2007:44) BVI business companies (Amendment of Schedules) (No. 2) Order, 2007 (S. I. 2007:80) BVI business companies (Amendment of Schedule 2) Order, 2009 (S. I. 2009:13) BVI business companies (Amendment of Schedule 1) Order, 2012 (S. I. 2012:07) BVI business companies (Amendment) Act, 2012 (2012:5) BVI business companies (Amendment of Schedule 1) Order, 2013 (S. I. 2013:12) BVI business companies (Amendment of Schedule 1) (No. 2) Order, 2013 (S. I. 2013:36) BVI business companies (Amendment) Act, 2015 (2015:19) BVI business companies (Amendment) Act, 2016 (2016:2) BVI business companies (Amendment of Schedule 1) Order, 2016 (S. I. 2016:62) BVI business companies Act (Amendment of Schedule 1) (No. 3) Order, 2016 (S. I. 2016:82) BVI business companies Act (Amendment of Schedules) Order, 2017 (S. I. 2017:17) BVI business companies Act (Amendment of Schedule 1) Order, 2018 (S.

5 I. 2018:18) BVI business companies Act (Amendment of Schedule 1) (No. 2) Order, 2018 (S. I. 2018:31) BVI business companies (Amendment of Schedule 1) (No. 3) Order, 2018 (2018:46) BVI business companies (Amendment) Act, 2018 (2018:4) BVI business companies Regulations, 2012 (S. I. 2012:23) BVI business companies (Amendment) Regulations, 2015 (S. I. 2015:73) BVI business companies (Company Names) Regulations, 2007 (S. I. 2007:49) BVI business companies (Restricted Company Names) Notice 2013 (S. I. 2013:48) BVI business companies (Restricted Company Names) (Amendment) Notice, 2015 (S. I. 2015:11) BVI business companies (Restricted Company Names) (Amendment) Notice, 2018 (S. I. 2018:34) Segregated Portfolio companies Regulations, 2005 (S. I. 2005:96) Revoked by S. I. 2018:4 Segregated Portfolio companies (BVI business Company) Regulations, 2018 (S. I. 2018:6) Segregated Portfolio companies (Insurance) Regulations, 2018 (S.

6 I. 2018:5) Segregated Portfolio companies (Mutual Funds) Regulations, 2018 (S. I. 2018:4) BVI business companies ACT compendium Page 3 Table of Contents BVI business companies ACT 2004 .. 17 BVI business companies (AMENDMENT) ACT, 2012 - TRANSITIONAL PROVISIONS .. 178 BVI business companies REGULATIONS, 2012 .. 179 BVI business companies (COMPANY NAMES) REGULATIONS, 2007 .. 197 BVI business companies (RESTRICTED COMPANY NAMES) NOTICE, 2013 .. 198 SEGREGATED PORTFOLIO companies REGULATIONS 2005 - REVOKED .. 201 SEGREGATED PORTFOLIO companies (BVI business COMPANY) REGULATIONS, 2018 .. 202 SEGREGATED PORTFOLIO companies (MUTUAL FUNDS) REGULATIONS, 2018 .. 211 SEGREGATED PORTFOLIO companies (INSURANCE) REGULATIONS, 2018 .. 223 ENDNOTES .. 233 BVI business companies ACT compendium Page 4 Table of Contents Detailed PREFACE.

7 1 TABLE OF STATUTES AND STATUTORY INSTRUMENTS .. 1 TABLE OF CONTENTS .. 2 TABLE OF CONTENTS DETAILED .. 4 BVI business companies ACT 2004 .. 17 PART I - PRELIMINARY PROVISIONS .. 17 1. Short title and commencement .. 17 2. Interpretation .. 17 3. Meaning of company and foreign company .. 20 4. 20 PART II - INCORPORATION, CAPACITY AND POWERS .. 20 Division 1 Incorporation .. 21 5. Types of Company .. 21 6. Application to incorporate a company .. 21 7. Incorporation of a company .. 21 8. Registration of company as restricted purposes company .. 21 Division 2 Memorandum and Articles .. 22 9. Memorandum .. 22 10. Additional matters to be stated in memorandum of restricted purposes company .. 23 10A. Articles may provide for arbitration section .. 23 11. Effect of memorandum and articles .. 23 12. Amendment of memorandum and 23 13. Filing of notice of amendment of memorandum or articles.

8 24 14. Amendment of memorandum with respect to restricted purposes .. 24 15. Restated memorandum or articles .. 25 16. Provision of copies of memorandum and articles to members .. 25 Division 3 - Company Names .. 25 17. Required part of company name .. 25 17A. Exemption from section 17 .. 26 18. Restrictions on company names .. 27 19. Company number as company name .. 27 20. Foreign character name .. 27 21. Company may change name .. 27 22. Registrar may direct change of name .. 28 23. Effect of change of name .. 28 24. Reuse of company names.. 28 25. Reservation of name .. 29 26. Use of company name .. 29 26A. Rights and interest in names.. 29 Division 4 Capacity and Powers .. 29 27. Separate legal personality .. 29 28. Capacity and powers .. 29 29. Validity of acts of company .. 30 30. Personal Liability .. 30 BVI business companies ACT compendium Page 5 31.

9 Dealings between company and other 30 32. Constructive notice .. 31 PART III - SHARES .. 31 Division 1 - General .. 31 33. Legal nature of shares .. 31 34. Rights attaching to shares and classes of shares .. 31 35. Series of shares .. 32 36. Types of shares .. 32 37. Par value and no par value shares .. 32 38. Bearer shares .. 32 39. Fractional shares .. 33 40. Change in number of shares company authorised to issue .. 33 40A. Division and combination of shares .. 33 41. Register of members .. 33 42. Register of members as evidence of legal title .. 34 43. Rectification of register of members .. 34 43A. Optional registration of register of members .. 35 44. Share certificates .. 35 Division 2 - Issue of Shares .. 36 45. Issue of shares .. 36 46. Pre-emptive rights .. 36 47. Consideration for shares .. 36 47A Bonus shares .. 36 48. Shares issued for consideration other than money.

10 36 49. Consent to issue of shares .. 36 50. Time of issue .. 37 51. Forfeiture of shares .. 37 Division 3 - Transfer of Shares .. 37 52. Transferability of shares .. 37 53. Transfer of shares by operation of law .. 37 54. Method of transfer of registered share .. 37 54A Transfer of shares listed on recognised exchange .. 38 55. Transfer of bearer share .. 38 Division 4 - Distributions .. 38 56. Meaning of solvency test and 38 57. Distributions .. 39 58. Recovery of distribution made when company did not satisfy solvency test .. 39 59. Company may purchase, redeem or otherwise acquire its own shares .. 39 60. Process for purchase, redemption or other acquisition of own shares .. 40 61. Offer to one or more shareholders .. 40 62. Shares redeemed otherwise than at option of company .. 41 63. Purchase, redemption or other acquisitions deemed not to be a distribution .. 41 64. Treasury shares.