The BVI Business Companies (Amendment) Act 2015 was recently legislated with effective date as from 15 January 2016. Below are the most important amendments:
- Register of Directors
All BVI companies must file the Register of Directors with the BVI Registry. Regarding new companies, incorporated as from 01/04/2016, the Register of Directors filing must be made within 14 days of the appointment date. Existing companies must file their current Register of Directors from 01/04/2016 to 31/03/2017. Furthermore, any changes to the Register of Directors must be filed within 21 days of the date of change.
The Register will not be available in public, unless access is given by a court order or a formal request by a competent authority.
- Register of Charges
In case of any change, a company’s private register of charges must be updated within 14 days and sent to the registered agent.
- Continuation In
An approved form of a signed legalised certificate by a foreign company’s director, which confirms that the company is in good standing is now required.
- Continuation Out
Under the revised provision companies now need to (a) release any charges that have been filed or registered against them or (b) make sure that they received a charge consent regarding the continuation or (c) ensure the Registrar that there will be no compromise of the security interest. In case a company has a contractual restriction then they may not continue out.
It is confirmed that a company with outstanding registered charges can still go into voluntary liquidation, with the application of the company’s assets to the registered charge by the liquidator.
- Registered agents
The board of directors of a company shall pass a formal form of resolution with instructions to the registered agent.
- Record keeping obligations
Financial records should be held for at least 5 years and be available to show a clear picture of the company at any given time. Their location, name and address of the person who maintains and controls the records must be provided, if other than the registered agent’s.
Companies with cancelled or revoked licenses can be struck off by the Registrar. In case of struck off and restored, a certificate of restoration will be issued for the company. Current client due diligence must be held until the company is finally dissolved.
Arbitration clauses will now appear in a company’s articles of association and any case of dispute may be settled through these.
- Listed shares
If a company has its shares listed on a recognised stock exchange, share transfers can take effect through stock exchange clearing systems, with the rules of maintaining a share register and a required written instrument of transfer to become optional.
- Bonus shares
Must be fully paid once issued for no consideration.
- Surrender of shares
A surrender of shares for no consideration made in writing is now acceptable and will be excluded from other distributions or redemptions of the Act.
- Bearer shares
The status of “recognized custodian” can now be revoked in certain cases.
- Court ordered meetings
Now include breach of directors’ duties.
- Non-cash consideration for shares
Their valuation from the directors is no longer required.