Following a period of public consultation, the amendments were introduced by the bvi business companies amendment act 2015, the bvi business companies amendment act 2016 and the bvi business companies amendment regulations 2015 together the amendment act. British virgin islands company law is primarily codified in the bvi business companies act, 2004, and to a lesser extent by the insolvency act, 2003 and the securities and investment business act, 2010. Whilst every effort has been made to ensure correctness, no responsibility is assumed for any errors which may appear. Requirement to file registers of directors with bvi registry of corporate affairs further to our client update circulated in november, the bvi business companies act has now been amended by virtue of the bvi business companies amendment act 2015 and the bvi business companies amendment act 2016 requiring the filing of. The bvi business companies act no 16 of 2004 is the principal statute of the british virgin islands relating to british virgin islands company law, regulating both offshore companies and local companies. In this memorandum of association and the articles of association of the company, if not inconsistent with the subject or context. Record keeping obligations for bvi companies, partnerships. The bvi business companies amendment act, 2019 the amendment came into force on 23 december 2019. Madam speaker, with your kind permission, i will now make a brief statement regarding the amendments to the bvi business companies act, 2004.
The bvi business companies amendment 18 march 2014. Bvi business companies amendment act, 2015 the bvi business companies amendment act, 2015 has been published in the bvis official gazette. It replaced the extremely popular and highly successful international business companies act. Continuation of a british virgin islands company out of. The bvi business companies act, 2004 overview the bvi business companies act, 2004 the act repealed the international business companies ordinance as of december 31 2006. Bvi business companies amendment act, 2015 british virgin. The bvi business companies act no 16 of 2004 is the principal statute of the british virgin islands relating to british virgin islands company. British virgin islands the bvi business companies act no. Gazetted 22nd december, 2005 enacted by the legislature of the virgin islands as follows.
Assuming the bill passes into law, the amending act will come into force on a date proclaimed by the bvi governor. To the bvi business companies act, 2004 viewed on the bvi financial services commission website at. Under the bvi business companies act amendment in 2016, any company that is authorised to issue more than 50,000 shares has to pay a higher government fee and service charges. The bvi business companies act, 2004 as amended the act came into force on 1 january 2005 and after a two year transition period it completely replaced the international business companies act, 1984 the ibc act on 1 january 2007.
Permissible activities for ibcs a bvi business company bvi bc or company is a legal entity in its own right separate from its members and. Section 184 of the bvi business companies act, 2004 the act of the british virgin islands, sets out the procedure and manner in which a bvi. The renowned bvi business companies act which came into effect 2005 and modernised the bvi corporate law regime promulgated under the earlier international business companies act of 1984, is to be further enhanced through amendments under the bvi business companies amendment act, 2015 the amendment act. A company may undertake any business, unless its articles circumscribe its activities.
Bvi business companies act 2004 this is the main and the most important piece of legislation, which currently regulates the registration, status and operation of the business companies in british virgin islands. The bvi business companies act, 2004 the act provides that, subject to a bvi companys. Section 98 of the bvi business companies act 2004 bca has been recently amended by the bvi business companies amendment act 2015 to require as follows. Bvi business companies act to be further enhanced oneal. British virgin islands the bvi business companies act. This is an unofficial version of the bvi business companies act as amended and then revised under the statute revision act, 2005 no. Gazetted 31st december, 2015 enacted by the legislature of the virgin islands as follows. On 15 october 2012 the bvi business companies amendment act, 2012 the bc amendment act came into force. Shares in a bvi company are personal property section 33 of the bvi business companies act. While representing the ultimate way of ensuring the anonymity of offshore company owners, at the moment the use of bearer shares is strictly limited by law.
The bvi business companies amendment act, 2015 and the bvi business companies amendment act 2016 the amending acts were recently gazetted in the official gazette of the british virgin islands bvi and introduce amendments to the bvi business companies act, 2004 the act to provide further flexibility and certainty to. Bvi business companies act 2004 british virgin islands. This 60 second update summarises the changes, which are intended to clarify the requirements around filing a companys register of directors in special circumstances. Summary guide to the bvi business companies act, 2004. Bvi business companies amendment act, 2015 forbes hare. If passed into law as expected, it will be the th amendment to the bvi business companies act. The bvi business companies amendment act, 2019 harneys.
Certain activities are restricted by the international business companies act, or by other local statutes, such as banking or insurance legislation. The british virgin islands has approximately 30 registered companies per head of population, which is probably the highest ratio of any country in the world. The amendment act was passed following the financial services commissions consultation with the private sector, with walkers being closely involved in the consultation process. The purpose of this guide is to give the reader a broad overview of the duties and liabilities imposed on a director of a company incorporated in the british virgin islands bvi.
The bvi business companies act, 2004 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 bvi business companies amendment act, 2015 was enacted in the bvi house of assembly on 21 december 2015 and is due to come. Business companies act, 1984 cap 291, and was automatically reregistered under the bvi. Later today, i will introduce the bvi business companies amendment act, 2015.
However, the liquidator will have a duty to apply the bvi bvi business companies amendment act 2015 administration orders a snapshot of changes to bvi law in 2015. Annual return for unlimited company not authorised to issue shares. Sections 27 and 28 of the amendment act which include the provisions on the registers of directors will come into force on 1 april 2016. Territory of the british virgin islands the bvi business companies act, 2004 memorandum of association of antiaging house holding limited a company limited by shares 1. The bvi business companies amendment act, 2015, the amendment act was published on 31 december 2015 and came into force on 15 january 2016. The amendments to the bvi business companies act, 2004. By virtue of the companies act, companies are empowered to adopt preincorporation contracts. The act is now the sole corporate statute in the bvi and regulates all bvi companies.
The most recent slate of changes to bvi company law are set out in the th round of amendments to the bvi business companies act 2004, the majority of which came into effect on january 15 2016. Requirement to file registers of directors with bvi. The decision to replace the international business. A number of the proposed changes will dovetail with the recently announced new premium service function at the companies registry to facilitate timesensitive, complex and special transactions, such as. Among the key changes is the compulsory duty of all companies to file register of directors with the their bvi companies registry. Statement by the premier on the amendments to the bvi business companies act, 2004. British virgin islands bvi amendments to the bvi company laws in their continuous efforts to enhance and ensure its laws are aligned to international standards, the british virgin islands has introduced the business companies amendment act, 2015 and the recently enacted business companies amendment act, 2016 collectively. It made a number of changes to the bvi business companies act, 2004, the bc act generally, and more specifically it made significant changes to the voluntary liquidation process for solvent companies. Mutal legal assistance amendment act, 2015 bvi aco. This also applies to bvi shares that are held by a nominee shareholder under. The bvi business companies amendment act, 2016, which.
A bvi company may go into voluntary liquidation even if there is a security interest registered against it at the bvi registry of corporate affairs the bvi registry. The insolvency act 2003 act and the insolvency rules 2005 set out the various insolvency proceedings available in the british virgin islands bvi. The government recently gazetted the bvi business companies amendment act 2015. This new law has replaced and superceded the previous bvi companies act cap 285 and the bvi international business companies act 1984. Information on the registers will not be available for public inspection. The act has been internationally recognised for its flexibility and. Section 10a arbitration allows the articles of company to contain a provision for settlement of disputes involving the company or the company and its members or. Bvi business companies act 2004 updated january 2020 consolidated acts download the act here.
Gazetted 29th december, 2004 enacted by the legislature of the virgin islands as follows. Segregated portfolio companies regulations, 2005 s. The bvi business companies act 2004 also provides for a possibility to configure a business company with shares issued in bearer form. This means that they are treated in the same way as property that is physically located in the bvi. Duties of a director under british virgin islands law. We have prepared this bvi business companies act, 2004 compendium as a service to our clients. Although included at part iii of the act, the administration provisions are not yet in force. The bvi business companies act compendium contains a consolidated version of the bvi business companies act, 2004 incorporat, ing all amendments, to date, including consolidated versions of related regulations and statutory instruments. An act to amend the bvi business companies act, 2004 no. Antimoney laundering and terrorist financing amendment. In this act, unless the context otherwise requires, 262005. The bvi business companies amendment act, 2015 corporate. In this part, consolidated company means the new company that results from the consolidation of two or more constituent companies.
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