37B.

In this Part

“authorised custodian” means a person approved by the Commission as an authorised custodian under section 50A(1) or section 50A(2) of the Financial Services Commission Act, 2001;

“custodian” means an authorised custodian or a recognised custodian;

“existing bearer share” means a share in a company that was issued as or converted to a bearer share prior to the effective date and that remains a bearer share in the company on the effective date; and

“recognised custodian” means a person recognised by the Commission as a custodian under section 50B of the Financial Services Commission Act, 2001. 

37C.

(1)

During the period in which a bearer share is disabled, that share does not carry any of the entitlements which it would otherwise carry and, subject to subsection (3), any transfer or purported transfer of an interest in the bearer share is void and of no effect.

(2)

Without limiting subsection (2), “entitlement” includes an entitlement to vote, an entitlement to dividend and an entitlement to a share in the assets of the company on its winding up or on its dissolution. 

(3)

Subsection (1) does not apply to the transfer or delivery of a bearer share in a company

(a)

to a custodian in accordance with this Part;

(b)

to the company where the share is to be, or has been

(i)

converted to, or exchanged for, a registered share,

(ii)

redeemed, purchased or otherwise acquired by the company, or

(iii)

forfeited and cancelled,

and the company does not hold the bearer share for or on behalf of any other person; or

(c)

to the registered agent of a company in accordance with section 37I(1)(c), 37I(4)(b) or 37J(2).

37D.

(1)

Where a company issues a bearer share, or disposes of a treasury share that is a bearer share, on or after the effective date, it shall not deliver the share to any person other than a custodian who has agreed to hold the share. 

(2)

A company shall not, on or after the effective date, deliver a bearer share converted from a registered share to any person other than a custodian who has agreed to hold the share.

37E.

(1)

Every existing bearer share of a company shall, on or before the transition date

(a)

be deposited with a custodian who has agreed to hold the share; or

(b)

be converted to, or exchanged for, a registered share.

(2)

Subsection (1) does not apply to a bearer share that, before the transition date

(a)

is cancelled; or

(b)

is redeemed, purchased or otherwise acquired by the company as a treasury share. 

(3)

An existing bearer share in a company is deemed not to have been deposited with a custodian for the purposes of subsection (1) until the registered agent of the company has received

(a)

in the case of a bearer share deposited with an authorised custodian, notification of the deposit from the authorised custodian in accordance with section 37H(1); or

(b)

in the case of a bearer share deposited with a recognised custodian, the proof of the deposit of the share and the notice required to be sent by section 37G(3). 

(4)

The Court may, on the application of the company or of a person interested in a bearer share, extend the period specified in subsection (1) by such further period or periods not exceeding one year in total as it considers fit. 

(5)

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37F.

(1)

Subject to subsections (2), (3) and (4), a bearer share in a company is disabled for any period during which it is held by a person other than a custodian. 

(2)

Subsection (1) shall not have effect with respect to an existing bearer share until after the transition date. 

(3)

Subject to section 37J(7), subsection (1) does not apply to a bearer share in a company

(a)

that is held by the registered agent of the company under section 37I(1)(c), 37I(4)(b) or 37J(2); or

(b)

that is held by a person who received the share at a time when he was a custodian but who has ceased to be a custodian.

(4)

Subsection (1) does not apply where

(a)

a bearer share in a company is held by the company;

(b)

the bearer share is to be, or has been

(i)

converted to, or exchanged for, a registered share,

(ii)

redeemed, purchased or otherwise acquired by the company, or

(iii)

cancelled and forfeited; and

(c)

the company does not hold the bearer share for or on behalf of any other person. 

37G.

(1)

Where a bearer share in a company is delivered to or deposited with an authorised custodian, the company, where it delivers the share, or the authorised custodian delivering or the person depositing the share, shall provide the authorised custodian with a notice in the prescribed form

(a)

stating the full name of the beneficial owner of the bearer share;

(b)

stating the full name of any other person having an interest in that share, whether by virtue of a charge on the share or otherwise, or containing a statement that no other person has an interest in that share; and

(c)

containing such other information as may be prescribed.

(2)

An authorised custodian shall not accept a bearer share unless it is accompanied by a notice complying with subsection (1). 

(3)

Where a bearer share in a company is delivered to or deposited with a recognised custodian, the company, where it delivers the share, or the person depositing the share shall, within 14 days of the date on which the share is delivered or deposited with the recognised custodian, send to the registered agent proof, in such form as may be prescribed, of the delivery or deposit of the share and a notice in the prescribed form containing the information specified in paragraphs (1), (b) and (c) of subsection (1). 

37H.

(1)

An authorised custodian shall, within 14 days of the receipt of a bearer share in a company that is delivered to it, other than by the registered agent of the company, or deposited with it, send notification to the registered agent of the company that it is the custodian of the share. 

(2)

An authorised custodian who holds a bearer share

(a)

shall keep the notice provided to it under section 37G(1), any notice filed under section 37K(1), any notice sent to the registered agent under section 37M(1) or(4) and a record of the location of the bearer share

(i)

in the case of an authorised custodian approved under section 50A(1) of the Financial Services Commission Act, 2001 at its principal office in the British Virgin Islands or at such other office in the British Virgin Islands as may be approved by the Commission in writing; or

(ii)

in the case of an authorised custodian approved under section 50A(2) of the Financial Services Commission Act, 2001, at such office as may be approved by the Commission in writing; and

(b)

whether the bearer share is kept inside or outside of the British Virgin Islands, shall ensure that the bearer share remains at all times within its custody and control.

(3)

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37I

(1)

An authorised custodian holding a bearer share in a company shall not transfer possession of that share to any person other than

(a)

another authorised custodian who has agreed to hold the share,

(b)

the company where the bearer share is to be, or has been

(i)

converted to, or exchanged for, a registered share,

(ii)

redeemed, purchased or otherwise acquired by the company,  or

(iii)

cancelled and forfeited; or

(c)

the registered agent of the company. 

(2)

Where an authorised custodian transfers possession of a bearer share in accordance with subsection (1), it shall

(a)

make a copy of all notices provided to it under section 37G(1) or section 37K(1) and any notices sent to the registered agent under section 37M(1) or (4) and retain the copies made for such period as may be prescribed; and

(b)

Deliver, with the bearer share, all original notices provided to it under section 37G(1) or section 37K(1) and copies of any notices sent to the registered agent under section 37M(1) or (4).

(3)

Where an authorised custodian transfers possession of a bearer share in a company to another authorised custodian or to the company, it shall, within 7 days, send a notice of transfer in the prescribed form to the registered agent of the company.

(4)

A recognised custodian shall not transfer possession of a bearer share in a company to any person other than

(a)

the company where the bearer share is to be, or has been

(i)

converted to, or exchanged for, a registered share,

(ii)

redeemed, purchased or otherwise acquired by the company, or