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Economy Package |
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 £ 560.00 | Renewal fees from £415.00 | | |
 The Economy Business Company package includes:
 The registration of your British Virgin Islands' Business Company within 2 to 5 working days
Company name availability, confirmation, and reservation
The payment of initiation fees
The payment of the first year's registration fees
The appointment of your own candidates to the roles of director and shareholder
The registration of your US$50,000 authorized share capital divided into 50,000 shares valued at US$1.00 each (a minimum of one share must be issued)
The preparation and submission of the Memorandum and Articles of Association of your company
A local registered office address and a local registered agent (both of which are statutory requirements in the British Virgin Islands)
The first year's fees for a local registered office address and a local registered agent
The following documents will be sent to you via courier:
The original Certificate of Incorporation
A bound copy of the Memorandum and Articles of Association of your company
The Minutes of the First Meeting of the Board of Directors
A completed Register of Directors and Shareholders
Share Certificates
A company seal
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Premier Package |
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| £ 725.00 | Renewal fees from £581.00 | | |
The Premier Business Company package includes:
The registration of your British Virgin Islands' Business Company within 2 to 5 working days
Company name availability, confirmation, and reservation
The payment of initiation fees
The payment of the first year's registration fees
The appointment of your own candidate(s) to the role of shareholder
The appointment of a nominee director
The first year's fees for a nominee director
The registration of your US$50,000 authorized share capital divided into 50,000 shares valued at US$1.00 each (a minimum of one share must be issued)
The preparation and submission of the Memorandum and Articles of Association of your company
A local registered office address and a local registered agent (both of which are statutory requirements in the British Virgin Islands)
The first year's fees for a local registered office address and a local registered agent
The following documents will be sent to you via courier:
The original Certificate of Incorporation
A bound copy of the Memorandum and Articles of Association of your company
The Minutes of the First Meeting of the Board of Directors
A completed Register of Directors and Shareholders
Share Certificates
A company seal
A pre-signed, undated letter of resignation from the nominee director
A general power of attorney signed by the nominee director
An indemnity letter for the power of attorney
A nominee agreement which provides for the indemnification of the nominee director
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Deluxe Package |
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| £ 835.00 | Renewal fees from £691.00 | | |
The Deluxe Business Company package includes:
The registration of your British Virgin Islands' Business Company within 2 to 5 working days
Company name availability, confirmation, and reservation
The payment of initiation fees
The payment of the first year's registration fees
The appointment of a nominee director
The first year's fees for a nominee director
The appointment of a nominee shareholder
The first year's fees for a nominee shareholder
The registration of your US$50,000 authorized share capital divided into 50,000 shares valued at US$1.00 each (a minimum of one share must be issued)
The preparation and submission of the Memorandum and Articles of Association of your company
A local registered office address and a local registered agent (both of which are statutory requirements in the British Virgin Islands)
The first year's fees for a local registered office address and a local registered agent
The following documents will be sent to you via courier:
The original Certificate of Incorporation
A bound copy of the Memorandum and Articles of Association of your company
The Minutes of the First Meeting of the Board of Directors
A completed Register of Directors and Shareholders
Share Certificates
A company seal
A pre-signed, undated letter of resignation from the nominee director
A general power of attorney signed by the nominee director
An indemnity letter for the power of attorney
A nominee agreement which provides for the indemnification of the nominee director and nominee shareholder
A declaration of trust from the nominee shareholder
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| BVI Offshore: Legal Requirements | | |
A Business Company in the British Virgin Islands cannot trade within the British Virgin Islands or own real estate in the jurisdiction of the British Virgin Islands
The company is required to have a registered office address in the British Virgin Islands
The company is required to have a registered agent in the British Virgin Islands
At minimum, one director must be appointed
There is no maximum number of directors
A director can be of any nationality
Directors can be corporate bodies or private individuals
At minimum, one shareholder must be appointed
The same person may be both a shareholder and a director
Company officers may be resident outside of the British Virgin Islands
The names and addresses of directors and shareholders are not available on the public record
There is no requirement for appointing a resident shareholder or director
There is no requirement for a resident secretary
The minimum paid in and issued capital may be one share which is fully paid
Shares can be issued with or without par value
Shares may be issued in any recognizable currency or in more than one recognizable currency
A Business Company's records and accounts do not have to be held nor filed with the authorities
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(click here for other packages)
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| 1. An IBC cannot trade within the BVI or own real estate there. Company subscribers may be resident outside the BVI.
2. An IBC is TAX EXEMPT on all income earned worldwide.
3. The company is required to have a registered office in the BVI. You must appoint a minimum of 1 director. There is no maximum number of directors.
4. Directors can be corporate bodies or private individuals. A director can be of any nationality.
5. There has to be at least one shareholder. The names and address of shareholders are not available to the public.
6. Shareholder and director may be the same person. There is no requirement for appointing local shareholder and director.
7. There is no requirement for a resident secretary. There is no paid-in capital requirement.
8. The minimum paid in and issued capital may be one share which is fully paid. Shares can be issued with or without par value.
9. Shares may be issued in any recognizable currency or in more than one recognizable currency.
10. IBC records and accounts do not have to be held or filed with the authorities.
 +44 (0) 207.060.0382
+44 (0) 800.081.1510
 info@uk-ltd-formation.co.uk |
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- DEAR VISITORS, If you want to become familiar with the description and the contents of BVI company formation packages, offered by our company and to find above, what kind of service is included in this or that BVI IBC incorporation package, to get an idea about the price of annual renewal of the service, and about the general legal requirements to the company incorporation within foreign countries, please, select the package you need from the list, situated below the banner. The information in the banner will be renewed according to the package you've chosen.
Please note » The prices payable for the items that you order are clearly set out in the web site. There will be no contract of any kind between you and us unless and until we receive payment from you. We act as your agent in the incorporation of offshore companies. We are not able to guarantee that any such filing will be acceptable to Companies Registrar , nor are there any contractual obligation upon us to do so. If Companies Registrar rejects incorporation or other filing, we will credit your account with a full refund and the contract between us will be made void. Companies Registrar does not offer a cancellation facility for the incorporation of companies or the filing of documents. We will be unable to cancel any such submission on your behalf and will not refund any payment you have made. All prices shown at Coddan Web Site (www.uk-ltd-formation.co.uk) are in Great British pounds.
Live Help » Live Help is a real time "chat" feature which enables you to interact with a customer service representative without a phone call. Get answers to your questions while using our website. Clicking the "Live Help" button will start an on-line session with one of our representatives. Live Help is currently available during normal business hours. Outside of the above opening hours our business center will be closed. When you click on the button you will see an e-mail form that will allow you to send us a mail with your questions. Live Help is absolutely free! There are no hidden fees. We offer the service as a courtesy to our website visitors.
Dear Visitors and Our Potential Clients » Please be advised that the BVI Government has adopted a new legislation, which places all the BVI corporate entities within a zero tax regime and restructures the company registration and license fee schedules. The new legislation named BVI Business Companies Act, will replace the existing Companies Act and International Business Companies (IBC) Act.
According to the BVI authorities, the purpose of the BVI Business Companies Act is "to ensure that (the BVI) continues to offer modern, flexible and innovative business companies' legislation that remains attractive to international clients while at the same time providing a suitable legal framework for firms undertaking domestic business."
All our clients who have instructed us to incorporate companies in the BVI or may require company incorporation in the future, note the following changes for the different periods:
COMPANIES INCORPORATED UP TO DECEMBER 31, 2004. Transition Period: To ensure seamless transition to the new regime, the BVI authorities have proposed a two-year transition period during which both, the existing IBC Act and the new BVI Business Companies Act will be in force. Companies already incorporated under the IBC Act or the local Companies Act will be permitted to continue their incorporation under those respective Acts until January 1, 2007 in which they will be automatically registered under the BVI Business Companies Act.
Bearer Shares: All companies incorporated before January 1, 2005 and that opt for retaining the rights to issue bearer shares must immobilize said shares with an authorized or recognized custodian by December 31, 2010. If the company chooses to register the existing shares, the M&AA must be amended. If the companies choose to maintain the ability to issue bearer shares, it will be subject to increased fee provision in 2008, as yet undisclosed.
COMPANIES INCORPORATED ON OR AFTER JANUARY 1, 2005. Transition Period: The two-year transition period allows new incorporations after January 1, 2005 under all three Acts: IBC Act, the local Companies Act and the new BVI Business Companies Act.
After January 1, 2006, new incorporations will be possible only under the new BVI Business Companies Act.
Bearer Shares: All companies incorporated after January 1, 2005 and opt for retaining the rights to issue bearer shares must immobilize said shares with an authorized or recognized custodian. Companies allowing bearer shares their M&AA will also be subject to higher fees, as specified above.
 Coddan BVI Offshore Company Formations From - £525.00. BVI Company Powers
Should you wish to incorporate an offshore company, Coddan is able to offer a substantial savings. Coddan is a provider of offshore corporate, financial and electronic commerce services based in the British Virgin Islands (BVI). The BVI constitute one of the world's most reputable offshore commerce and finance centers, located approximately sixty miles east of Puerto Rico and two miles from St. Thomas, U.S. Virgin Islands.
Please pay careful attention to the following instructions if you plan to incorporate an International Business Company (IBC) or domestic (CAP285) company in the British Virgin Islands through Coddan. If you are interested in having Coddan provide nominee directors, nominee shareholders, bank account signatories, administrative or clerical services, or grant general power of attorney for the proposed company, you may order this service online. We recommend reviewing this site in its entirety, so that you are knowledgeable of the BVI jurisdiction and the powers granted to BVI companies. Your reasons for incorporating in the BVI cannot be determined by Coddan, although we can refer you to the appropriate professionals for business planning, legal or tax advice. You should know who your shareholder(s), director(s) and officer(s) are, the overall structure and organization of your company, and you must confirm agreement by all parties involved before you proceed with the incorporation.
Complete and submit a Coddan IBC or CAP285 domestic company application form. Adequate completion and submission of this form, along with the provision of payment, will enable Coddan to incorporate your proposed company within one business day. To expedite the process, we recommend making full use of the Coddan Online Incorporation Form. All information submitted is strictly confidential.
Unless you are paying by credit card, wiring instructions will be provided separately upon application. The total amount due, including all government fees, must be paid in advance. Coddan will not incorporate your IBC and cannot release company documentation (including the Memorandum and Articles of Association, company seal, share certificates, etc.), or take further action on behalf of the company, until it has confirmation of your payment. Our Pricing Schedule is made readily available on this site.
We will express mail your corporate documents to the mailing address you specify in your incorporation order. If everything proceeds as planned, you will have all corporate documents within five business days of your incorporation request. Your possession of these documents finalizes the incorporation process and grants you the right to use the powers of the company as provided for under BVI law. If Coddan is serving as Director, we will retain the original documents and company seal, and send you a copy of the memorandum and articles of association.
An IBC incorporated in the British Virgin Islands is registered in the BVI at the Registry of Companies, a division of the BVI Financial Services Commission. The Registry's files are publicly open to search, but the only information that is required to be filed with the Registry by an IBC is it's name, date of incorporation, a copy of it's Memorandum & Articles of Association, and the name and address of its registered office and registered agent in the BVI.
Subject to any limitations or provisions to the contrary in its memorandum or articles, BVI IBC Act or any other law for the time being in force in the British Virgin Islands, a company incorporated under IBC Act has the power, irrespective of corporate benefit, to perform all acts and engage in all activities necessary or conducive to the conduct, promotion or attainment of the objects or purposes of the company, including the power to do the following: issue registered shares or shares issued to bearer or both; issue the following: voting shares, non-voting shares, shares that may have more or less than one vote per share, shares that may be voted only on certain matters or only upon the occurrence of certain events, and shares that may be voted only when held by persons who meet specified requirements. Issue common shares, preferred shares, limited shares or redeemable shares; issue shares that entitle participation only in certain assets; issue options, warrants or rights, or instruments of a similar nature, to acquire any securities of the company. Issue securities that, at the option of the holder thereof or of the company or upon the happening of a specified event, are convertible into, or exchangeable for, other securities in the company or any property then or to be owned by the company. Purchase, redeem or otherwise acquire and hold its own shares; guarantee a liability or obligation of any person and to secure any of its obligations by mortgage, pledge or other charge, of any of its assets for that purpose. Protect the assets of the company for the benefit of the company, its creditors and its members, and at the discretion of the directors, for any person having a direct or indirect interest in the company; and issue shares in any one or more currencies.
| Description of service | Order Now | Economy BVI IBC Formation Package - £525.00
A minimum of ONE director and One shareholder are required. The incorporation of a BVI company normally takes 3 to 5 working days. Search name availability for your BVI IBC.Payment of first year's government fees. No documents to sign. Applicant appointed as company founding Director. Applicant appointed as company Shareholder. Company Shareholders & Director appointed electronically. US$50,000.00 Authorised Share Capital. Preparation & filing of Memorandum & Articles of Association at Registry. Registered Agent & Registered Office fees for the first year. The following documents will be delivered via FedEx or DHL: Original Certificate of Incorporation. Printed bound copy of Memorandum & Articles of Association. Minutes of the First Meeting of the Board of Directors.
Next Year Fees » £380.00 : Registered Address, Agent and Government fees. | ORDER
| Premier Package BVI IBC Formation Package - £690.00
A minimum of ONE director and ONE shareholder are required. The incorporation of a BVI company normally takes 3 to 5 working days. Search name availability for your BVI IBC. Payment of first year's government fees. No documents to sign. Company Shareholders appointed electronically. US$50,000.00 Authorised Share Capital. Preparation & filing of Memorandum & Articles of Association at Registry. Registered Agent & Registered Office fees for the first year. Nominee Director service for 1 year. The following documents will be delivered via FedEx or DHL: Certificate of Incorporation. Printed bound copy of Memorandum & Articles of Association. Minutes of the First Meeting of the Board of Directors. Agreement for the provision of nominee service and indemnification of Nominees. Pre-signed undated Resignation Letter from the Director. Indemnity Letter to the Nominees. General Power of Attorney. Indemnity Letter for General Power of Attorney.
Next Year Fees » £546.00 : Nominee Director, Registered Address Agent and Government fees. | ORDER
| Deluxe BVI IBC Formation Package - £800.00
A minimum of ONE director and ONE shareholder are required. The incorporation of a BVI company normally takes 3 to 5 working days. Search name availability for your BVI IBC. Payment of first year's government fees. No documents to sign. US$50,000.00 Authorised Share Capital. Preparation & filing of Memorandum & Articles of Association at Registry. Registered Agent & Registered Office fees for the first year. Nominee Director and 2 Nominee Shareholders service for 1 year. The following documents will be delivered via FedEx or DHL: Certificate of Incorporation. Printed bound copy of Memorandum & Articles of Association. Minutes of the First Meeting of the Board of Directors. Agreement for the provision of nominee service and indemnification of Nominees. Pre-signed undated Resignation Letter from the Director. Indemnity Letter to the Nominees, Declaration of Trust from the Nominee Shareholder. General Power of Attorney, Indemnity Letter for General Power of Attorney.
Next Year Fees » £656.00 : Nominee Director, Nominee Shareholder, Registered Address Agent and Government fees. | ORDER
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- BVI Company Name
The word "Limited", "Corporation", "Incorporated", "Societe Anonyme" or "Sociedad Anonima" or the abbreviation "Ltd", "Corp", "Inc" or "S.A." must be part of the name of every company incorporated under IBC Act, but a company may use and be legally designated by either the full or the abbreviated form. No company shall be incorporated under IBC Act under a name that: is identical with that under which a company in existence is already incorporated under IBC Act or registered under the Companies Act or so nearly resembles the name as to be calculated to deceive, except where the company in existence gives its consent; or contains the words "Assurance", "Bank", "Building Society", "Chamber of Commerce", "Chartered", "Cooperative", "Imperial", "Insurance, "Municipal", "Royal", "Trust Company" and "Trustee company" or a word conveying a similar meaning, or any other word that, in the opinion of the Registrar, suggests or is calculated to suggest the patronage of Her Majesty or that of a member of the Royal Family, a connection with Her Majesty's Government or a department thereof, or a connection with a municipality or other local authority or with a society or body incorporated by Royal Charter, except with the approval of the Registrar in writing.
If a company is incorporated under a name that is identical with a name under which a company in existence was incorporated under IBC Act or registered under the Companies Act, orso nearly resembles the name as to be calculated to deceive, the Registrar may, without the consent of the company in existence, give notice to the last registered company to change its name and if it fails to do so within 60 days from the date of the notice, the Registrar must amend the memorandum of the company to change its name to such name as the Registrar deems appropriate, and the Registrar must publish notice of the change in the Gazette.
A change of name does not affect any rights or obligations of a company, or render defective any legal proceedings by or against a company, and all legal proceedings that have been commenced against the company by its former name may be continued against it by its new name.
- BVI Company Memorandum
The memorandum must include: the name of the company; the address within the British Virgin Islands of the registered office of the company; the name and address within the British Virgin Islands of the registered agent of the company; the objects or purposes for which the company is to be incorporated; the currency in which shares in the company shall be issued; a statement of the authorised capital of the company setting forth the aggregate of the par value of all shares with par value that the company is authorised to issue and the amount, if any, to be represented by shares without par value that the company is authorised to issue. A statement of the number of classes and series of shares, the number of shares of each such class and series and the par value of shares with par value and that shares may be without par value, if that is the case.
A statement of the designations, powers, preferences and rights, and the qualifications, limitations or restrictions of each class and series of shares that the company is authorised to issue, unless the directors are to be authorised to fix any such designations, powers, preferences, rights, qualifications, limitations and restrictions and in that case, an express grant of such authority as may be desired to grant to the directors to fix by a resolution any such designations, powers, preferences, rights, qualifications, limitations and restrictions that have not been fixed by the memorandum. A statement of the number of shares to be issued as registered shares and the number of shares to be issued as shares issued to bearer, unless the directors are authorised to determine at their discretion whether shares are to be issued as registered shares or to bearer, and in that case an express grant of such authority as may be desired must be given to empower the directors to issue shares as registered shares or to bearer as they may determine by resolution of directors. Whether registered shares may be exchanged for shares issued to bearer and whether shares issued to bearer may be exchanged for registered shares.
The memorandum must be subscribed by the registered agent named in the memorandum in the presence of another person who must sign his name as a witness. The memorandum, when registered, binds the company and its members from time to time to the same extent as if each member had subscribed his name and affixed his seal thereto and as if there were contained in the memorandum, on the part of himself, his heirs, executors and administrators, a covenant to observe the provisions of the memorandum, subject to IBC Act.
- BVI Company Articles
The memorandum, when submitted for registration, must be accompanied by articles prescribing regulations for the company. The articles must be subscribed by the registered agent named in the memorandum in the presence of another person who must sign his name as a witness.
The articles, when registered, bind the company and its members from time to time to the same extent as if each member had subscribed his name and affixed his seal thereto and as if there were contained in the articles, on the part of himself, his heirs, executors and administrators, a covenant to observe the provisions of the articles, subject to IBC Act.
- BVI Company Registration
The Registrar shall not register the memorandum or the articles delivered to him unless he is satisfied that all requirements of IBC Act in respect of registration have been complied with and a solicitor engaged in the formation of the company; or the registered agent named in the memorandum of the company to be the registered agent, certifies in writing that the requirements of IBC Act in respect of registration have been complied with and the written certification delivered to the Registrar is sufficient evidence of compliance.
The Registrar shall retain and register the memorandum and articles submitted to him in a Register to be maintained by him to be known as the Register of International Business Companies. Upon the registration of the memorandum and the articles, the Registrar shall issue a certificate of incorporation under his hand and seal certifying that the company is incorporated.
- Certificate of Incorporation
Upon the issue by the Registrar of a certificate of incorporation of a company, the company is, from the date shown on the certificate of incorporation, a body corporate under the name contained in the memorandum with the full capacity of an individual who is sui juris. A certificate of incorporation of a company incorporated under IBC Act issued by the Registrar is prima facie evidence of compliance with all requirements of IBC Act in respect of incorporation.
- Power to Allot Shares
Subject to any limitations or provisions to the contrary in its memorandum or articles, the unissued shares and treasury shares of a company incorporated under IBC Act shall be at the disposal of the directors who may, without limiting or affecting any rights previously conferred on the holders of any existing shares or class or series of shares, offer, allot, grant options over or otherwise dispose of shares to such persons, at such times and upon such terms as the company may, by resolution of directors, determine.
- Shares to be Fully Paid
No share in a company incorporated under IBC Act may be issued until the consideration in respect of the share is fully paid, and when issued the share is for all purposes fully paid and non-assessable save that a share issued for a promissory note or other written obligation for payment of a debt may be issued subject to forfeiture in the manner prescribed in section below.
- Kind of Consideration for Shares
Subject to any limitations or provisions to the contrary in its memorandum or articles each share in a company incorporated under IBC Act shall be issued for money, services rendered, personal property (including other shares, debt obligations or other securities in the company), an estate in real property, a promissory note or other binding obligation to contribute money or property, or any combination thereof.
- Forfeiture of Shares
The memorandum or articles, or an agreement for the subscription of shares, of a company incorporated under IBC Act may contain provisions for the forfeiture of shares for which payment is not made pursuant to a promissory note or other written binding obligation for payment of a debt. Any provision in the memorandum or articles, or in an agreement for the subscription of shares of a company incorporated under IBC Act providing for the forfeiture of shares shall contain a requirement that written notice specifying a date for payment to be made be served on the member who defaults in making payment pursuant to a promissory note or other written binding obligation to pay a debt.
The written notice shall name a further date not earlier than the expiration of 14 days from the date of service of the notice on or before which the payment required by the notice is to be made and shall contain a statement that in the event of non-payment at or before the time named in the notice the shares, or any of them, in respect of which payment is not made will be liable to be forfeited.
Where a notice has been issued under this section and the requirements of the notice have not been complied with, the directors may, at any time before tender of payment, by resolution of directors forfeit and cancel the shares to which the notice relates. The company is under no obligation to refund any moneys to the member whose shares have been cancelled and that member shall be discharged from any further obligation to the company.
- Amount of Consideration for Shares
Subject to any limitations or provisions to the contrary in its memorandum or articles, shares in a company incorporated under IBC Act may be issued for such amount as may be determined from time to time by the directors, except that in the case of shares with par value, the amount shall not be less than the par value; and, in the absence of fraud, the decision of the directors as to the value of the consideration received by the company in respect of the issue is conclusive, unless a question of law is involved.
A share issued by a company incorporated under IBC Act upon conversion of, or in exchange for, another share or a debt obligation or other security in the company, shall be treated for all purposes as having been issued for money equal to the consideration received or deemed to have been received by the company in respect of the other share, debt obligation or security.
- Fractional Shares
Subject to any limitations or provisions to the contrary in its memorandum or articles, a company incorporated under IBC Act may issue fractions of a share and unless and to the extent otherwise provided in the memorandum or articles, a fractional share has the corresponding fractional liabilities, limitations, preferences, privileges, qualifications, restrictions, rights and other attributes of a whole share of the same class or series of shares.
- Authorised Capital in Several Currencies
The authorised capital, if any, of a company incorporated under IBC Act may be stated in more that one currency in which case the par value of the shares, if any, shall be expressed in the same currencies.
- Capital and Surplus Accounts
Upon the issue by a company incorporated under IBC Act of a share with par value, the consideration in respect of the share constitutes capital to the extent of the par value and the excess constitutes surplus.
Subject to any limitations or provisions to the contrary in its memorandum or articles, upon the issue by a company incorporated under IBC Act of a share without par value, the consideration in respect of the share constitutes capital to the extent designated by the directors and the excess constitutes surplus, except that the directors must designate as capital an amount of the consideration that is at least equal to the amount that the share is entitled to as a preference, if any, in the assets of the company upon liquidation of the company. Upon the disposition by a company incorporated under IBC Act of a treasury share, the consideration in respect of the share is added to surplus.
- Dividend of Shares
A share issued as a dividend by a company incorporated under IBC Act shall be treated for all purposes as having been issued for money equal to the surplus that is transferred to capital upon the issue of the share. In the case of a dividend of authorised but unissued shares with par value, an amount equal to the aggregate par value of the shares shall be transferred from surplus to capital at the time of distribution.
In the case of a dividend of authorised but unissued shares without par value, the amount designated by the directors shall be transferred from surplus to capital at the time of the distribution, except that the directors must designate as capital an amount that is at least equal to the amount that the shares are entitled to as a preference, if any, in the assets of the company upon liquidation of the company. A division of the issued and outstanding shares of a class or series of shares into a larger number of shares of the same class or series having a proportionally smaller par value does not constitute a dividend of shares.
- Increase or Reduction of Authorised Capital
Subject to any limitations or provisions to the contrary in its memorandum or articles, a company incorporated under IBC Act may amend its memorandum to increase or reduce its authorised capital, and in connection therewith, the company may increase or reduce the number or shares which the company may issue; increase or reduce the par value of any of its shares.
Where a company reduces its authorised capital, then, for purposes of computing the capital of the company, any capital that immediately before the reduction was represented by shares but immediately following the reduction is no longer represented by shares shall be deemed to be capital transferred from surplus to capital. A company shall, in writing, inform the Registrar of any increase or decrease of its authorised capital.
- Division and Combination
A company incorporated under IBC Act may amend its memorandum to divide the shares, including issued shares, of a class or series into a larger number of shares of the same class or series; or to combine the shares, including issued shares, of a class or series into a smaller number of shares of the same class or series. Where shares are divided or combined, the aggregate par value of the new shares must be equal to the aggregate par value of the original shares.
- Character of a Share
Shares of a company incorporated under IBC Act are personal property and are not of the nature of real property.
- Share Certificates
A company incorporated under IBC Act must state in its articles whether or not certificates in respect of its shares shall be issued. If a company incorporated under IBC Act issues certificates in respect of its shares, the certificates must be signed by two directors or two officers of the company, or by one director and one officer; or must be under the common seal of the company, with or without the signature of any director or officer of the company; and the articles may provide for the signatures or common seal to be facsimiles. A certificate specifying a share held by a member of the company is prima facie evidence of the title of the member to the share specified therein.
- Share Register
A company incorporated under IBC Act shall cause to be kept one or more registers to be known as share registers containing the names and addresses of the persons who hold registered shares in the company; the number of each class and series of registered shares held by each person; the date on which the name of each person was entered in the share register; the date on which any person ceased to be a member. In the case of shares issued to bearer, the total number of each class and series of shares issued to bearer; and with respect to each certificate for shares issued to bearer the identifying number of the certificate; the number of each class or series of shares issued to bearer specified therein; and the date of issue of the certificate.
But the company may delete from the register information relating to persons who are no longer members or information relating to shares issued to bearer that have been cancelled. The share register may be in any such form as the directors may approve but if it is in magnetic, electronic or other data storage form, the company must be able to produce legible evidence of its contents. The share register is prima facie evidence of any matters directed or authorised by IBC Act to be contained therein. A company that wilfully contravenes this section is liable to a penalty of US$25.00 for each day or part thereof during which the contravention continues, and a director who knowingly permits the contravention is liable to a like penalty.
- Transfer of Registered Shares
Subject to any limitations or provisions to the contrary in its memorandum or articles, registered shares of a company incorporated under IBC Act may be transferred by a written instrument of transfer signed by the transferor and containing the name and address of the transferee. A company shall not be required to treat a transferee of a registered share in the company as a member until the transferee's name has been entered in the share register. Subject to any limitations or provisions to the contrary in its memorandum or articles, a company incorporated under IBC Act must, on the application of the transferor or transferee of a registered share in the company, enter in its share register the name of the transferee of the share.
A transfer of registered shares of a deceased, incompetent or bankrupt member of a company incorporated under IBC Act made by his personal representative, guardian or trustee, as the case may be, or a transfer of registered shares owned by a person as a result of a transfer from a member by operation of law, is of the same validity as if the personal representative, guardian, trustee or transferee had been the registered holder of the shares at the time of the execution of the instrument of transfer.
- BVI Registered Office
A company incorporated under IBC Act shall at all times have a registered office in the British Virgin Islands, and the registered office must be an office maintained in the British Virgin Islands by the company or its registered agent.
- BVI Registered Agent
A company incorporated under IBC Act shall at all times have a registered agent in the British Virgin Islands. No person shall be a registered agent unless he has been licensed as a registered agent under the Company Management Act, 1990 or under the Banks and Trust Companies Act, 1990.
Registered agents. The Registrar shall maintain a register of licensed registered agents in which the following details shall be recorded the name of the registered agent; the address of the registered agent; the names of the individuals authorised to sign on behalf of any firm or corporation that is a registered agent; the date when the first licence to act as a registered agent was issued pursuant to the Company Management Act, 1990 or the Banks and Trust Companies Act, 1990. In a case where a registered agent ceases to be a registered agent the date on which the registered agent ceased to be licensed, and whether the cessation was due to failure to renew his licence, death or liquidation or revocation under the Company Management Act, 1990 or under the Banks and Trust Companies Act, 1990.
The Registrar shall, during the month of February in each year, publish in the Gazette a list of registered agents as appeared on the register of licensed registered agents on 31st January in that year. Any change in the details kept by the Registrar in the register of registered agents shall be notified immediately by the registered agent to the Registrar, and, upon payment of such fee as may be prescribed by the Governor in Council, the Registrar shall record the change in the register of registered agents.
- Management by Directors
Subject to any limitations or provisions to the contrary in its memorandum or articles, the business and affairs of a company incorporated under IBC Act shall be managed by a board of directors that consists of one or more persons who shall be individuals or companies.
- Election, Term and Removal of Directors
The first directors of a company incorporated under IBC Act shall be elected by the subscribers to the memorandum; and thereafter, the directors shall be elected by the members for such term as the members may determine, and where permitted by the memorandum or articles of a company incorporated under IBC Act, the directors may also elect directors for such term as the directors may determine.
Each director holds office until his successor takes office or until his earlier death, resignation or removal. Subject to any limitations or provisions to the contrary in its memorandum or articles a director may be removed from office by a resolution of members or by a resolution of directors; and a director may resign his office by giving written notice of his resignation to the company and the resignation has effect from the date the notice is received by the company or from such later date as may be specified in the notice. Subject to any limitations or provisions to the contrary in its memorandum or articles, a vacancy in the board of directors may be filled by a resolution of members or of a majority of the remaining directors.
- Optional Register of Directors
A company incorporated under IBC Act may keep a register to be known as a register of directors containing the names and addresses of the persons who are directors of the company; the date on which each person whose name is entered in the register was appointed as a director of the company; and the date on which each person named as a director ceased to be a director of the company. The register of directors may be in such form as the directors approve, but if it is in magnetic, electronic or other data storage form, the company must be able to produce legible evidence of its contents. A copy of the register of directors, commencing from the date of the registration of the company, shall be kept at the registered office of the company. The register of directors is prima facie evidence of any matters directed or authorised by IBC Act to be contained therein.
- Number of Directors
The number of directors shall be fixed by the articles and, subject to any limitations or provisions to the contrary in its memorandum or articles, the articles may be amended to change the number of directors.
- Powers of Directors
The directors have all the powers of the company that are not reserved to the members under IBC Act or in the memorandum or articles.
- Emoluments of Directors
Subject to any limitations or provisions to the contrary in its memorandum or articles, the directors may, by a resolution of directors, fix the emoluments of directors in respect of services to be rendered in any capacity to the company.
- Committees of Directors
The directors may, by a resolution of directors, designate one or more committees, each consisting of one or more directors. Subject to any limitations or provisions to the contrary in its memorandum or articles, each committee has such powers and authority of the directors, including the power and authority to affix the common seal of the company, as are set forth in the resolution of directors establishing the committee, except that no committee has any power or authority with respect to the matters requiring a resolution of directors.
- Alternates for Directors
Subject to any limitations or provisions to the contrary in its memorandum or articles, a director may by a written instrument appoint an alternate who need not be a director. An alternate for a director appointed is entitled to attend meetings in the absence of the director who appointed him and to vote or consent in the place of the director.
- Officers and Agents
The directors may, by a resolution of directors, appoint any person, including a person who is a director, to be an officer or agent of the company. Subject to any limitations or provisions to the contrary in its memorandum or articles, each officer or agent has such powers and authority of the directors, including the power and authority to affix the common seal of the company, as are set forth in the articles or in the resolution of directors appointing the officer or agent, except that no officer or agent has any power or authority with respect to the matters requiring a resolution of directors under IBC Act. The resolution of directors appointing any person to be an agent of the company may authorise the agent to appoint one or more substitutes or delegates to exercise some or all of the powers conferred on the agent by the company.
- Standard of Care
Every director, officer, agent and liquidator of a company incorporated under IBC Act, in performing his functions, shall act honestly and in good faith with a view to the best interests of the company and exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances.
No provision in the memorandum or articles of a company incorporated under IBC Act or in any agreement entered into by the company relieves a director, officer, agent or liquidator of the company from the duty to act in accordance with the memorandum or articles or from any personal liability arising from his management of the business and affairs of the company.
- Books, Records and Common Seal
A company incorporated under IBC Act shall keep such accounts and records as the directors consider necessary or desirable in order to reflect the financial position of the company. A company incorporated under IBC Act shall keep minutes of all meetings of directors, members, committees of directors, committees of officers, and committees of members, and copies of all resolutions consented to by directors, members, committees of directors, committees of officers, and committees of members. The books, records and minutes required by this section shall be kept at the registered office of the company or at such other place as the directors determine. A company incorporated under IBC Act shall have a common seal and an imprint thereof shall be kept at the registered office of the company. A company that wilfully contravenes this section is liable to a penalty of US$25.00 for each day or part thereof during which the contravention continues, and a director, who knowingly permits the contravention is liable to a like penalty.
- Inspection of Books and Records
A member of a company incorporated under IBC Act may, in person or by attorney and in furtherance of a proper purpose, request in writing specifying the purpose to inspect during normal business hours the share register of the company or the books, records, minutes and consents kept by the company and to make copies or extracts therefrom. If a request is submitted by an attorney for a member, the request must be accompanied by a power of attorney authorising the attorney to act for the member. If the company, by a resolution of directors, determines that it is not in the best interest of the company or of any other member of the company to comply with a request, the company may refuse the request.
Upon refusal by the company of a request, the member may before the expiration of a period of 90 days of his receiving notice of the refusal, apply to the court for an order to allow the inspection.
- Power of Attorney
A company incorporated under IBC Act may, by an instrument in writing, whether or not under its common seal, authorise a person, either generally or in respect of any specified matters, as its agent to act on behalf of the company and to execute contracts, agreements, deeds and other instruments on behalf of the company. A contract, agreement, deed or other instrument executed on behalf of the company by an agent appointed, whether or not under his seal, is binding on the company and has the same effect as if it were under the common seal of the company.
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