|BVI: NEW FEATURES OF THE BVI BUSINESS COMPANIES ACT 2004
The BVI Business Companies Act 2004 ("the new Act") came into force on 1 January 2005 and will eventually replace the current International Business Companies Act (Cap. 291) ("the IBC Act"). Certain key features of the new Act are listed below:
BEARER SHARES - CUSTODIAN PROVISIONS
1. Companies incorporated before 2005 are required, with a grace period up to 2010, to deposit all bearer shares with either an authorized or a recognised custodian. All bearer shares must be held by custodians by 2011.
2. Companies incorporated after 2005 should preferably be allowed to issue Registered Shares only.
REGISTER OF DIRECTORS AND REGISTER OF MEMBERS
1. Commencing from 1 January 2006, all existing companies must lodge with the Registered Agent ("RA") either the originals or copies of their Register of Director and Registered of Members.
2. If copies are to be filed at the RA's office, the company should inform the RA of the physical address at which the original Register of Directors and Register of Members are kept.
3. The RA should be informed in writing of:
a) any change to the Register of Director and/or Register of Members within 15 days of the change; and
b) any change to the physical address in which the originals are kept within 14 days of the change
REGISTER OF CHARGES
The new Act requires all existing companies to record charges and mortgages created after January 2005 and file the Register of Charges with its RA. Particulars of the charge can now be registered in a public Register of Registered Charges maintained at the office of the Registrar. Priority is based on the date of registration entered in the public register.
MINUTES AND RESOLUTIONS
Starting from 1 January 2007, all companies must maintain their minutes and resolutions at the RA's office or such other places as the directors may determine. Where the documents are maintained in places other than the RA's office, the companies must inform the RA of the location in which these documents are kept and any change in such location within 14 days of the change.
ALL OTHER DOCUMENTS
All companies must ensure all the documents filed during the previous 10 years are kept at the RA's office in order to comply with the new Act.
ANNUAL GOVERNMENT FEES
Starting from 1 January 2007, the Annual Government Fees will be determined by the number shares a companies authorized to issue more than 50,000 shares will be subject to an increased fees of US$1,100. IBCs with authorised capital of not more than US$50,000 but with power to issue shares of more than 50,000 may change the number of shares authorised to issue to no more than 50,000. In this way, a lower fee of US$350 is payable.
With effect from 1 January 2008, existing companies with M&As expressly empowering the issue of bearer shares should pay higher annual fees. These companies may either adopt new M&As with Registered Shares only or amend their existing M&As to eliminate the provision to issue bearer shares before 2008.