Latest Amendments And Updates To The BVI Business Companies Act

The flagship of the British Virgin Islands (BVI) financial services legislation, the BVI Business Companies Act, 2004 (BCA), has been amended to introduce certain key, and welcome, changes and clarifications to the BVI's corporate regime.

The BVI Business Companies (Amendment) Act, 2015 (Amendment Act) was enacted on 21 December 2015, and published on 31 December 2015. Apart from the changes relating to the requirement to file registers of directors with the BVI Registrar of Corporate Affairs, which comes into force on 1 April 2016, the remaining changes become effective on 15 January 2016.

The key changes that have been introduced by the Amendment Act are summarised below.

Register of Directors

A new requirement for companies to file (and keep updated) copies of the register of directors (RoD) with the Registrar, including the particulars to be recorded in the RoD. The filed RoD will not be publicly available.

BVI Listed Companies

Facilitating the operations of BVI companies listed on recognised stock exchanges by dispensing with the requirements:

for written instruments of transfer to effect transfers of such listed company shares; and to keep a register of members (RoM) containing the information previously prescribed under section 41 of the BCA. Such listed companies may now determine the contents of the RoM. Shareholder Requisitioned Meetings Ordered by the BVI High Court

Introducing an express provision allowing for the BVI High Court to call a meeting of shareholders where the shareholders of a company holding 30% of the voting rights in that company (or less if provided for under the BVI company's articles of association (AoA) or memorandum of association (MoA) have requested the directors that a shareholder meeting be held (pursuant to section 82(2) of the BCA) but the directors of the company have failed to call the meeting.

Resolutions of Directors & Weighted Voting

The Amendment Act has created greater flexibility in structuring weighted voting by directors by clarifying that each director of the company will have one vote at a meeting of directors, unless otherwise provided for under the MoA or AoA of that company. Accordingly, it is permissible to provide (under the MoA or AoA) that certain directors will have additional or weighted voting rights.

Shares

Introducing an express provision confirming that a BVI company may acquire its own shares by means of a surrender of the shares from a shareholder to the company. A voluntary surrender of shares to the company by a shareholder for no...