The BVI Business Companies (Amendment) Act, 2015 has been published in the BVI's Official Gazette. The Amendment Act was passed following the Financial Services Commission's consultation with the private sector, with Walkers being closely involved in the consultation process.
The Amendment Act has not been proclaimed and so is not yet in force but we expect that it will become effective shortly. The Amendment Act will provide for greater flexibility and clarify certain matters under the existing legislation, including the following:
- Listed companies: Express statutory recognition of share transfers through stock exchange clearing systems and greater flexibility as regards the form and contents of the shareholders register for listed companies.
- Deeds: Relaxation of the execution requirements in relation to BVI law governed deeds.
- Non-cash consideration for shares: Removal of the sometimes inconvenient requirement for the directors of a company to value the non-cash consideration for a share issue.
- Arbitration regarding the articles: The articles of a company may provide for any dispute involving the company and its shareholders or between its shareholders to be settled by arbitration in the BVI.
- Bonus shares: A change to ensure that bonus shares are automatically deemed fully paid on issue.
- Surrender of shares: Provisions expressly permitting the surrender to the company and cancellation of shares for no consideration.
- Shareholders' meetings: An express power for the court to order a shareholders' meeting to be held, where shareholders requisition a meeting but the directors fail to convene it.
- Instructions to registered agents: An express requirement for registered agents to follow any instructions contained in a directors' resolution.
- Registers of directors: A requirement for companies to file their register of directors on a confidential basis with the companies registry so as to make it available to regulatory authorities or the court. Existing companies will have until 31 December 2016 to comply with this requirement.
- Directors' resolutions: A provision expressly allowing for certain directors to have greater voting power on resolutions if so provided in a company's memorandum and articles.
- Continuations out of the BVI: New requirements as regards notification to and the consent of secured creditors of a company continuing out of the BVI.
- Liquidations: A provision expressly allowing the shareholders' voluntary liquidation of a company with a secured creditor provided the claim and priority of the secured creditor are given effect.
The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.