British Virgin Islands
THIS IS AN
UNOFFICIAL CONSOLIDATION OF THE INTERNATIONAL BUSINESS COMPANIES ACT AND
AMENDMENTS THERETO (including the International Business Companies (Amendment)
Act, 2003). WHILST EVERY EFFORT HAS BEEN MADE TO ENSURE CORRECTNESS, NO
RESPONSIBILITY IS ASSUMED FOR ANY ERRORS WHICH MAY APPEAR.
For more information regarding the
amendments introduced by the International Business Companies (Amendment) Act,
2003, please see the following
Summary
of the amendments.
INDEX
BRITISH VIRGIN ISLANDS_
i
INTERNATIONAL BUSINESS COMPANIES ACT
i
(CAP.291)
i
No 8. of 1984_
i
PART I
5
Short Title and Interpretation_
5
Short Title
5
Interpretation_
5
PART II
8
Constitution of Companies
8
Interpretation_
8
Restrictions on Incorporation_
8
Requirements of International Business Companies
8
Effect of failure to satisfy requirement of Section 5.
9
Personal liability
9
Business objects or purposes
9
Powers
10
Validity of acts of Company
11
Name
11
Memorandum_
13
Articles
15
Registration_
15
Certificate of Incorporation_
16
Amendment of Memorandum and Articles
16
Copies of Memorandum and Articles to Members
16
PART
III - Capital & Dividends
Power to allot shares
17
Shares to be fully paid
17
Kind of consideration for shares
17
Forfeiture of shares
17
Amount of consideration of shares
17
Fractional shares
18
Authorised capital in several currencies
18
Capital and surplus accounts
18
Dividend of shares
18
Increase or reduction of authorised capital
18
Division and combination of shares
19
Character of a share
20
Share certificates
20
Share register
20
Rectification of share register
21
Transfer of registered shares
22
Transfer of bearer shares
22
Seizure
22
Acquisition of own shares
23
Treasury shares disabled
24
Increase or reduction of capital
25
Dividends
25
Appreciation of assets
27
Mortgages and charges of shares
27
Part IIIA_
28
Immobilisation of Bearer Shares
28
Interpretation for this Part
28
Meaning of disabled bearer share
29
Issue of bearer shares and conversion of registered shares
after effective date
29
Existing bearer shares
29
Bearer shares not held by custodian disabled
30
Information concerning beneficial owner of bearer shares
31
Duties of authorised custodian holding bearer share
32
Transfer of bearer shares
32
Procedure on a person ceasing to be a custodian_
34
Transfer of beneficial ownership of, or interest in, bearer
share
36
Redemption of existing shares
36
Notification of person having right to entitlements carried by
bearer share
36
Application for winding up
37
Regulations
37
PART IV_
37
Registered Office and Agent
37
Registered office
37
Registered agent
37
Repealed
37
Register of Registered Agents
37
Penalty for contravention of section 38 and 39.
40
PART V_
40
Directors, Officers, Agents and Liquidators
40
Management by directors
40
Election, term and removal of directors
40
Register of directors
40
Number of directors
41
Powers of directors
41
Emoluments of directors
41
Committees of directors
41
Meetings of directors
41
Notice of meetings of directors
41
Quorum for meetings of directors
42
Consents of directors
42
Alternates for directors
42
Officers and agents
43
Standard of care
43
Reliance on records and reports
43
Conflict of interests
43
Indemnification_
45
Insurance
46
PART VI
46
Meetings of members
46
Notice of meetings of members
46
Quorum for meetings of members
48
Voting by members
48
Voting trust
48
Consents of members
50
Service of notice on members
50
Services of process etc. on company
50
Books, records and common seals
50
Inspection of books and records
51
Contracts generally
51
Contracts before incorporation_
52
Contracts for payment or transfer
52
Optional register of mortgages and charges
53
Notes and bills of exchange
54
Power of attorney
54
Authentication or attestation_
54
Company without members
54
PART VII
54
Merger, Consolidation, Sale of Assets, Forced Redemptions,
Arrangements and Dissenters
54
Interpretation for purposes of Part VII
54
Merger and consolidation_
56
Merger with subsidiary
57
Effects of merger or consolidation_
59
Merger or consolidation with foreign company
61
Disposition of assets
62
Redemption of minority shares
62
Arrangements
63
Rights of dissenters
65
PART VIII
68
Continuation_
68
Continuation_
68
Provisional registration_
69
Certificate of continuation_
71
Effect of continuation_
71
Continuation under foreign law_
73
PART IX_
74
Winding-Up, Dissolution and Striking-Off
74
Compulsory winding-up and dissolution_
74
Voluntary winding-up and dissolution_
74
Powers of directors in a winding-up and dissolution_
75
Duties of liquidator
76
Powers of liquidator
76
Procedure on winding-up and dissolution_
77
Rescission of winding-up and dissolution_
79
Winding-up and dissolution of company unable to pay its
claims, etc.
79
Winding-up and dissolution by the court
81
Receivers and managers
81
Striking-off
81
Restoration to register
83
Effect of striking-off
84
Appointment of official liquidator
85
Dissolution of company struck off
85
