Access To Company Information And Documents Under The BVI Business Companies Act

• Published date: 18 July 2023
• Subject Matter: Corporate/Commercial Law, M&A/Private Equity, Corporate and Company Law, Directors and Officers, Shareholders
• Law Firm: Walkers
• Author: Miss Rosalind Nicholson and Gareth Murphy

Introduction

In this article, we discuss the information and documents available to the public, to directors and to shareholders in relation to a company (a "BVI Company") incorporated under the BVI Business Companies Act, 2004 (the "BVI Companies Act").

Publicly available information and documents

The BVI Registrar of Corporate Affairs (the "BVI Registrar") maintains information for BVI Companies and certain of the information filed with the BVI Registrar is available for public inspection on the Virtual Integrated Registry Regulatory General Information Network ("VIRRGIN"). In addition, certain documents filed with the BVI Registrar are or may be available, depending on whether the BVI Company has elected to file such documents.

Information available

• Company name, number and type (i.e. that it is a business company limited by shares or by guarantee etc);
• Date of incorporation;
• Status (i.e. whether it is active or dissolved);
• Name, address and other contact details of its registered agent;
• First and current registered office;
• Share/Capital Information (maximum number of authorised shares whether ability to issue bearer shares);
• Previous name history (if any);
• Transaction history;
• Certificate history; and
• Names of the current directors¹.

Documents available

• Certificate of incorporation (including any certificate of change of name); and
• Memorandum of association and articles of association (the "M&A"), including any restated and amended M&A.

There are also documents which a BVI Company is obliged to maintain and may, but is not required to, elect to file with the BVI Registrar:

• Register of directors (noting that in any event the names of current directors are publicly available, as above);
• Register of members; and
• Register of charges.

If a BVI Company does elect to file one or more of these registers, it will be obliged to continue to file updates to such documents until it gives formal notice to the Registrar of Corporate Affairs that is no longer elects to file. In practice a company will usually file details of charges in the register of charges as lenders typically require it, since the effect of filing is to create priority over any subsequent registered or unregistered security.

Access rights of directors and shareholders to information and documents

a) Directors

On giving reasonable notice to a BVI Company, a director may inspect, or make copies or take extracts of, its documents and records. The director may do so without charge at any...