BRITISH
VIRGIN ISLANDS
COMPANIES ACT (as amended)
1. Short title
2. Interpretation
3. Prohibition of partnership exceeding certain number
4. Application to private companies
4A. Application to banks
Part I - Constitution and Incorporation
5. Mode of forming company
5A. Restriction on carrying on Insurance business
6. Mode of limiting liability of members
7. Memorandum of Association of a company limited by shares
8. Memorandum of Association of a company limited by guarantee
9. Memorandum of Association of an unlimited company
10. Signature and effect of Memorandum of Association
11. Power to alter Memorandum of Association
12. Restriction of registration of companies by certain names
13. Power to dispense with "Limited" in name of charitable and other companies
14. Change of name
Unlimited Liability of Directors
15. Companies may have directors with unlimited liability
16. Liability of director, past and present, where liability is unlimited
17. Director with unlimited liability may have set off as under S.135.
18. Notice to be given to director, on his election, that his liability will be unlimited
19. Existing limited companies may by special resolution make liability of directors unlimited
Reduction of Capital
20. Construction of "capital" and powers to reduce capital
21. Power of company to reduce capital
22. Company to add "and reduced" to its name for a limited period
23. Company to apply to the Court for an order confirming reduction
24. Creditors may object to reduction and list of objecting creditors to be settled by the Court
25. Court may dispense with consent of creditor on security being given for his debt
26. Order and minute to be registered
27. Minute to form part of Memorandum of Association.
28. Savings of rights of creditors who are ignorant of proceedings
29. Copy of registered minute30.Penalty on concealment of name of creditor
31. Further provisions as to reduction of capital
32. Power to reduce capital by the cancellation of unissued shares
33. Accumulated profits may be returned to shareholders in reduction of capital
34. No resolution to take effect until particulars have been registered
35. Power to any shareholder within one month after passing of resolution, to require company to retain moneys paid upon shares held by such person.
36. Company to specify amounts which shareholders have required them to retain under S.35; also to specify amounts of profits returned to shareholders.
36A. Power to issue redeemable shares.
Subdivision of Shares
37. Shares may be divided into shares of smaller amount
38. Special resolution to be embodied in Memorandum of Association
Articles of Association
39. Regulations to be prescribed by Articles of Association.
40. Application of Table A. Table A. First Schedule.
41. Signature and effect of Articles of Association Cap. 67.
General Provisions
42. Registration of Memorandum and Articles
43. Effect of registration
44. Copies of Memorandum and Articles to be given to members
Part II - Distribution of Capital and Liability of Members
45. Nature and interest in company
46. Definition of "member"
47. Transfer by personal representative
48. Register of members
49. Annual list of members and summary
50. Penalty on company not forwarding list to Registrar
51. Company to give notice of consolidation or of conversion of capital into stock
52. Effect of conversion of shares into stock
53. No trusts on register
54. Certificate of shares or stock
55. Inspection of register
56. Power to close register
57. Notice of increase of capital and of members to be given to Registrar
58. Remedy for improper entry, or omission of entry, in register
59. Notice to Registrar of rectification of register
60. Register to be evidence
Reserve Capital
61. Reserve capital of company, how provided
Liability of Members
62. Liability of present and past members of company
Calls Upon Shares
63. Company may have some shares fully paid and others not
64. Manner in which shares are to be issued and held
Transfer of Shares
65. Transfer may be registered at request of transferor
Share Warrants to Bearer
66. Warrant of limited shares fully paid up may be issued in name of bearer
67. Effect of share warrant
68. Re-registration of bearer of a share warrant in the register
69. Regulations of the company may make the bearer of a share warrant a member
70. Entries in register where share warrant issued
71. Particulars to be contained in annual summary
72. Penalties on persons committing forgery
73. Penalties on person falsely personating owner of shares
74. Penalties on persons engraving plates, etc.
Contracts
75. Contracts how made
76. Prospectus, etc. to specify dates and names of parties to any contract made prior to issue of such prospectus, etc.
Part III -Management and Administration Provisions for Protection of Creditors
77. Registered office of company
78. Notice of situation of registered office
79. Publication of name by a limited company
80. Penalties on non-publication of name
81. Register of mortgages
82. Certain companies to publish statement entered in First Schedule.
83. List of directors to be sent to Registrar
84. Penalty on company not keeping register of directors
85. Promissory notes and bills of exchange
86. Prohibition against carrying on business with less than a certain number of members
87. Company to hold meeting within four months after registration
88. General meeting of company
89. Power to alter regulations by special resolution
90. Definition of special resolution
91. Provision where no regulations as to meetings
92. Registry of special resolutions
93. Copies of special resolutions
94. Execution of deeds abroad
95. Examination of affairs of company by inspectors
96. Application for inspection to be supported by evidence
97. Inspection of books
98. Result of examination how dealt with
99. Power of company to appoint inspectors
100. Report of inspectors to be evidence
Notices
101. Service of notices on company
102. Rules as to notices by letter
103. Authentication of notices of company
Legal Proceedings
104. Recovery of penalties
105. Application of penalties
106. Evidence of proceedings at meetings
107. Provisions as to costs in actions brought by certain limited companies
108. Declaration in action against members
Arbitration
109. Power for companies to refer matters to arbitration
110. Provisions of Arbitration Act 1976 to apply
Part IV - Winding up Preliminary
111. Meaning of contributory
112. Nature and liability of contributory
113. Contributories in case of death
114. Contributories in case of bankruptcy
Winding up by Court
115. Circumstances under which company may be wound up by Court
116. Company when deemed unable to pay its debts
117. Application for winding up to be made by petition
118. Commencement of winding up by Court
119. Court may grant injunction
120. Course to be pursued by Court on hearing petition
121. Actions and suits to be stayed after order for winding up
122. Copy of order to be forwarded to Registrar
123. Power of Court to stay proceedings
124. Effect of order on share capital of company limited by guarantee
125. Court may have regard to wishes of creditors or contributories
Official Liquidator
126. Appointment of official liquidator
127. Resignations, removals, filling up vacancies, and compensation of official liquidator
128. Style and duties of official liquidator
129. Powers of official liquidator
130. Discretion of official liquidator
131. Solicitor to assist official liquidator
Ordinary Powers of Court
132. Collection and application of assets
133. Provision as to representative contributories
134. Power of Court to require delivery of property
135. Power of Court to order payment of debts by contributories
136. Power of Court to make calls
137. Power of Court to order payment into bank
138. Regulation of account with Court
139. Provision in case of representative contributory not paying moneys ordered
140. Order conclusive evidence
141. Court may exclude creditors not proving within certain time
142. Court to adjust rights of contributories
143. Costs
144. Dissolution of company
145. Registrar to make minute of dissolution of company
146. Penalty on not reporting dissolution of company
Extraordinary Powers of Court
147. Power of Court to summon before it persons suspected of having property of company
148. Examination of parties by Court
149. Power to arrest contributory about to abscond, or to remove or conceal any of his property
150. Powers of Court cumulative
Enforcement of and Appeal from Orders
151. Power to enforce orders
152. Appeals from order
153. Affidavits, etc., sworn in UK, in the Territories or in foreign parts
Voluntary Winding up of Company
154. Circumstances under which company may be wound up voluntarily
155. Commencement of voluntary winding up
156. Effect of voluntary winding up on status of company
157. Notice of resolution to wind up voluntarily
158. Consequences of voluntary winding up
159. Effect of winding up on share capital of company limited by guarantee
160. Power of company to delegate authority to appoint liquidators
161. Arrangement when binding on creditors
162. Power of creditor or contributory to appeal
163. Power of liquidators or contributories in voluntary winding up to apply to Court
164. Power of liquidators to call general meeting
165. Power to fill vacancy in liquidators
166. Power of Court to appoint liquidators
167. Liquidators on conclusion of winding up to make up an account
168. Liquidators to report meeting to Registrar
169. Costs of voluntary liquidation
170. Saving of rights of creditors
171. Power of Court to adopt proceedings of voluntary winding up
Winding up Subject to the Supervision of the Court
172. Power of Court on application to direct winding up subject to supervision
173. Petition for winding up subject to supervision
174. Court may have regard to wishes of creditors
175. Power of Court to appoint additional liquidators in winding up subject to supervision
176. Effect of order of Court for winding up subject to supervision
177. Appointment in certain cases of voluntary liquidators to office of official liquidators
Supplemental Provisions
178. Dispositions after the commencement of the winding up to be void
179. The books of the company to be evidence
180. As to disposal of books, accounts and documents of the company
181. Inspection of books
182. Power of assignee to sue
183. Proof of debts in winding up
184. General scheme of liquidation may be sanctioned
185. Power to compromise
186. Where compromise proposed, Court may order a meeting of creditors, etc. to decide as to such compromise
187. Powers for liquidators to accept shares etc. as a consideration for sale of property of company
188. Mode of determining price
189. Certain attachments, sequestration and executions to be void saving rights of Crown
190. Fraudulent preference
191. Power of Court to assess damages against delinquent directors and officers
192. Penalty on falsification of books
193. Prosecution of delinquent directors, etc. in case of winding up by Court
194. Prosecution of delinquent directors etc. in case of voluntary winding up by Court
195. Penalty of perjury
196. Wages and salary to be preferential claims
197. Such claims to rank equally
198. Liquidator to discharge same on receipt of sufficient assets
Striking Companies off Register
199. Power of Registrar to strike names of defunct companies off register
200. Notice to be sent to company by Registrar
201. Notice in Gazette
202. Name to be struck off register and company dissolved
203. Court may order restoration of name and company
203.A Property of dissolved company to be bona vacantia
203.B Effect of Section 203 of company's revival after dissolution
203C. Crown disclaimer of property vesting as bona vacantia
204. Notice by post in above cases
205. Registrar to conform to regulations of Governor
Procedure in Winding up by Court
206. Procedure in winding up by Court
Part V - Constitution of Registration Office
207. Appointment of Registrar of companies etc.
208. Power of company to keep registers in U.K. or British Territories.
Part Vl - Companies Authorized to Register
209. Registration of existing companies
210. Companies capable of being registered
211. Definition of joint stock company
212. Requisitions for registration by companies
213. Requisitions for registration by existing company not being a joint stock company
214. Power for existing company to register amount of stock instead of shares
215. Authentication of statements of existing companies
216. Registrar may require evidence as to nature of company
217. Exemption of certain companies from payment of fees
218. Power of company to change name
219. Certificate of registration of existing companies
220. Certificate to be evidence of compliance with Act
221. Transfer of property to company
222. Registration not to affect obligations incurred previous to registration
223. Continuation of existing actions
224. Effect of registration under Act
225. Power of Court to restrain further proceedings
226. Order for winding up company
227. Private company can convert into public company
228. Consequences attached to breach of certain Articles of private companies
229. Annual list, summary and certificate to be sent to Registrar
Part VIII - Unregistered Companies
230. Winding up of unregistered companies, except Friendly Societies
231. Who to be deemed a contributory in event of unregistered company being wound up
232. Power of Court to restrain further proceedings
233. Effect of order for winding up unregistered company
234. Further provision in case of unregistered company
235. Provisions in this Part of Act cumulative
Part IX - Companies Established Outside the Territory
235A.Requirements as to companies established outside the Territory
236.Forms in Second Schedule
237.Right of appeal to the High Court
238.Interpretation
239.Licence fee
240.Striking off for failure to pay fee
241.Regulations
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