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British Virgin Islands - Company Limited by GuaranteeIt is possible to establish a company limited by guarantee (guaranty) in the British Virgin Islands under the Companies Act (Cap. 285). A company limited by guarantee in the BVI is one where the liability of the members of the company is limited to such amount as the members may respectively undertake to contribute to the assets of the Company in the event of its being wound up (section 6 - Companies Act). A company limited by guarantee in the BVI must include in the name of the company the word "Limited" (i.e. unlike an IBC, it is not possible to use Inc., S.A., A.G. or GmbH), as well as the place in the British Virgin Islands where the registered office of the company will be located, the objects for which the company is being established and, finally, a declaration that each member of the company undertakes to contribute to the assets of the company "in the event of the same being wound up during the time that he is a member, or within one year afterwards, for payment of the debts and liabilities of the company contracted before the time at which he ceases to be a member, and of the costs, charges and expenses of winding up the company, and for the adjustment of the rights of the contributions amongst themselves, such amount as may be required, not exceeding a specified amount." Where the company has been created for charitable purposes, and it is proved to the satisfaction of the Registrar that the association has been formed for promoting commerce, art, science, religion, charity or any other useful object, and that the company intends to apply its profits, if any, or other income (and to prohibit the payment of any dividend to its members), then the Registrar may direct that the association be registered as a company with limited liability, without the addition of the word "limited" to its name. However, in this case, the Registrar can indicate such conditions and regulations as (s)he sees fit, and those conditions and regulations will be binding on the company. Similarly to the International Business Companies (IBC) Act, the Companies Act restricts the use of certain words (see restrictions). In order to form a company under Cap. 285, any two or more persons (for a private company) should be associated and subscribe their names to the Memorandum of Association. Private companies are required to have at least two (2) members at all times. The Memorandum of Association may limit the liability of the directors or managers of the company, or it may provide that the liability of the directors is unlimited. However, if this is the case, then it is necessary to notify the director of this upon his appointment or election to the office. Companies limited by guarantee are required to maintain at the registered office and to sent to the Registrar of Companies a copy, a register of the names, addresses and occupations of the directors and managers of the company. When any changes are made to the Board of Directors, these should be notified to the Registrar of Companies. The company will need to have at least one general meeting every year. The first of these should be held within four (4) months after the incorporation of the company. If such a meeting is not held, then the company will be liable for a penalty of $24.00 per day, for every day after the 4 months until the general meeting is actually held. All directors, managers and subscribers will be jointly liable for this breach. Special rules exist in the Companies Act for the winding up and liquidation of companies limited by guarantee. It is possible to register the company as a "non-resident" company, which means that the company will not be considered to be a "resident" of the Territory of the British Virgin Islands. For more information regarding Companies limited by guarantee in the British Virgin Islands (BVI), please do not hesitate to send an email.
Last modified 26-Sep-2007 17:37 -0400 |
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Copyright - Disclaimers - Privacy Statement Copyright © 2000 - 2007, Beth Anne Gray J. For questions or comments, please write to the webmaster Last modified 26-Sep-2007 17:37 -0400 |
