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British Virgin Islands

International Business Companies Act

(CAP.291) - No 8. of 1984

INDEX

BRITISH VIRGIN ISLANDS_ i

INTERNATIONAL BUSINESS COMPANIES ACT i

(CAP.291) i

No 8. of 1984_ i

PART I 5

Short Title and Interpretation_ 5

Short Title 5

Interpretation_ 5

PART II 8

Constitution of Companies 8

Interpretation_ 8

Restrictions on Incorporation_ 8

Requirements of International Business Companies 8

Effect of failure to satisfy requirement of Section 5. 9

Personal liability 9

Business objects or purposes 9

Powers 10

Validity of acts of Company 11

Name 11

Memorandum_ 13

Articles 15

Registration_ 15

Certificate of Incorporation_ 16

Amendment of Memorandum and Articles 16

Copies of Memorandum and Articles to Members 16

PART III - Capital & Dividends

Power to allot shares 17

Shares to be fully paid 17

Kind of consideration for shares 17

Forfeiture of shares 17

Amount of consideration of shares 17

Fractional shares 18

Authorised capital in several currencies 18

Capital and surplus accounts 18

Dividend of shares 18

Increase or reduction of authorised capital 18

Division and combination of shares 19

Character of a share 20

Share certificates 20

Share register 20

Rectification of share register 21

Transfer of registered shares 22

Transfer of bearer shares 22

Seizure 22

Acquisition of own shares 23

Treasury shares disabled 24

Increase or reduction of capital 25

Dividends 25

Appreciation of assets 27

Mortgages and charges of shares 27

Part IIIA_ 28

Immobilisation of Bearer Shares 28

Interpretation for this Part 28

Meaning of disabled bearer share 29

Issue of bearer shares and conversion of registered shares after effective date 29

Existing bearer shares 29

Bearer shares not held by custodian disabled 30

Information concerning beneficial owner of bearer shares 31

Duties of authorised custodian holding bearer share 32

Transfer of bearer shares 32

Procedure on a person ceasing to be a custodian_ 34

Transfer of beneficial ownership of, or interest in, bearer share 36

Redemption of existing shares 36

Notification of person having right to entitlements carried by bearer share 36

Application for winding up 37

Regulations 37

PART IV_ 37

Registered Office and Agent 37

Registered office 37

Registered agent 37

Repealed 37

Penalty for contravention of section 38 and 39. 40

PART V_ 40

Directors, Officers, Agents and Liquidators 40

Management by directors 40

Election, term and removal of directors 40

Number of directors 41

Powers of directors 41

Emoluments of directors 41

Committees of directors 41

Meetings of directors 41

Notice of meetings of directors 41

Quorum for meetings of directors 42

Consents of directors 42

Alternates for directors 42

Officers and agents 43

Standard of care 43

Reliance on records and reports 43

Conflict of interests 43

Indemnification_ 45

Insurance 46

PART VI 46

Meetings of members 46

Notice of meetings of members 46

Quorum for meetings of members 48

Voting by members 48

Voting trust 48

Consents of members 50

Service of notice on members 50

Services of process etc. on company 50

Books, records and common seals 50

Inspection of books and records 51

Contracts generally 51

Contracts before incorporation_ 52

Contracts for payment or transfer 52

Optional register of mortgages and charges 53

Notes and bills of exchange 54

Power of attorney 54

Authentication or attestation_ 54

Company without members 54

PART VII 54

Merger, Consolidation, Sale of Assets, Forced Redemptions, Arrangements and Dissenters 54

Interpretation for purposes of Part VII 54

Merger and consolidation_ 56

Merger with subsidiary 57

Effects of merger or consolidation_ 59

Merger or consolidation with foreign company 61

Disposition of assets 62

Redemption of minority shares 62

Arrangements 63

Rights of dissenters 65

PART VIII 68

Continuation_ 68

Provisional registration_ 69

Certificate of continuation_ 71

Effect of continuation_ 71

Continuation under foreign law_ 73

PART IX_ 74

Winding-Up, Dissolution and Striking-Off 74

Compulsory winding-up and dissolution_ 74

Voluntary winding-up and dissolution_ 74

Powers of directors in a winding-up and dissolution_ 75

Duties of liquidator 76

Powers of liquidator 76

Procedure on winding-up and dissolution_ 77

Rescission of winding-up and dissolution_ 79

Winding-up and dissolution of company unable to pay its claims, etc. 79

Winding-up and dissolution by the court 81

Receivers and managers 81

Striking-off 81

Restoration to register 83

Effect of striking-off 84

Appointment of official liquidator 85

Dissolution of company struck off 85

PART X_ 86

Fees and Penalties 86

Fees 86

License fees 89

Penalties to be paid to Registrar 90

Recovery of penalties, etc. 90

Company struck off liable for fees, etc. 90

Fees, etc. to be paid into Consolidated Fund 90

Fees payable to Registrar 90

PART XI 90

Income Taxes, Stamp Duties and Registration of Documents 90

Exemptions from tax, etc. 90

Optional registration of registers 91

Optional registration of mortgages and charges 92

PART XII 92

Miscellaneous 92

Regulations 92

Form of certificate 93

Certificate of good standing_ 93

Inspection of documents 93

Jurisdiction_ 94

Declaration by court 94

Judge in Chambers 94

Commencement 94

No. 8 of 1984

The International Business Companies Act, 1984

I Assent

D. R. Barwick

Governor

13th July, 1984

VIRGIN ISLANDS

No. 8 of 1984

An Act to make provisions for the incorporation and operation of International Business Companies and related matters.

(Gazetted 18th July, 1984)

ENACTED by the Legislature of the Virgin Islands as follows:

IBC Act - Part I

IBC Act - Part II

IBC Act - Part III

IBC Act - Part IIIA

IBC Act - Part IV

IBC Act - Part V

IBC Act - Part VI

IBC Act - Part VII

IBC Act - Part VIII

IBC Act - Part IX

IBC Act - Part X

IBC Act - Part XI

IBC Act - Part XII

Passed by the Legislative Council This 29th day of June, 1984

K.L. Flax,

Speaker