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BVI Companies Act Amendments Effective

Wednesday, October 31, 2012

Following a process of public consultation in 2011, the British Virgin Islands Financial Services Commission has announced a number of changes to the British Virgin Islands Business Companies Act 2004 (BC Act) in its BVI Business Companies (Amendment) Act 2012 and accompanying BVI Business Companies Regulations 2012.

Both the Act and the new regulations, which took effect on October 15 2012, are aimed at streamlining, clarifying and improving the administration of the affairs of BVI Business Companies. Among the 85 new and amended provisions, some of the key changes that have been made are as follows:

  • Notice of Amendment: Where a notice of amendment in respect of a company’s memorandum and articles of association is not filed within the time specified in a Court order this would result in the order ceasing to have effect.
  • Foreign character names: Creation of a framework for the development in Regulations of the use of foreign character names which could boost the attractiveness of the Territory as a corporate domicile.
  • The Registrar: Insulation of the Registrar from any disputes arising in relation to the use of company names concerning intellectual property rights. Under the new Act, parties with intellectual property rights claims relating to company names will have to resolve their dispute in Court and the Registrar will only act in accordance with the order issued by the Court.
  • Registered Agents/Registration: Registered agents are granted permission to register bulk changes of registered agent names, addresses and offices.
  • Fees: A new fee scale for registered agents which is dependent on the number of companies that a registered agent acts for with the fee being significantly less than would be charged on a company by company basis.
  • Removing foreign companies from the Register of Companies: The Registrar has increased powers to remove a foreign company from the register of foreign companies. If a foreign company has been removed from the register and subsequently applies to be re-registered, it must pay any outstanding fees relative to its prior registration, including any penalties.
  • Voluntary liquidation: creates the possibility of appointing an additional voluntary liquidator to act jointly with an existing voluntary liquidator. Provision is also made regarding the resignation of a voluntary liquidator, his/her removal by the Court and the procedures to be followed in the event of a vacancy in the office of a voluntary liquidator.

The 29 new provisions in the accompanying BVI Business Companies Regulations, 2012 have been developed to complement the implementation of some of the provisions of the Act.