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How can a company file a transaction to dissaply Part VI of Schedule 2 of the transitional provisions?

Filing should be done using Form R208 which is available under the Post Incorporations (BC); Amendment to Memorandum and/or Articles. Please be guided by Paragraph 40, Schedule 2, Part VI, Transitional Provisions, BVI Business Companies Act.

Where a person has lodged bearer shares with a custodian prior to the transition date but omitted to disapply paragraph 34A(2) of Schedule 2, what is the status of the bearer shares?

The bearer shares, by the operation of paragraph 35(5) of Schedule 2, would not be disabled by virtue of the fact that they were lodged with a custodian before the transition date. However, the company would not be able to issue bearer shares in the future or to convert/exchange bearer shares to/for registered shares without amending its memorandum to allow it to do so.

How long does it take to approve an application to be issued an insurer’s licence?

A decision on an application for an insurer’s licence may take up to 6 weeks where the BVI FSC receives a complete application. Submission of an incomplete application may lead to delays in processing of up to 6 months.

Who is a Company Manager?

A Company Manager is an entity that carries out company management business only, which is defined by the Company Management Act, 1990 as, "the provision of company management services for profit or reward in or from within the Virgin Islands".

I am interested in establishing a trust in the BVI, how should I proceed?

Information with respect to establishing a trust in the BVI should be directed to a General Trust Company or Legal Advocate in the British Virgin Islands. A listing of these persons can be obtained from this website.

What information is required for the approval of the appointment of directors/senior officers of a bank?

Documentation required for the appointment of a director/senior officer:

  • Two professional character references
  • A police certificate or notarized affidavit as to non- criminal record
  • A completed personal questionnaire
  • Notarized copy of individual passport identification page(s).
  • Detailed resume

How do I complete a Name Reservation for changing the name of an IBC?

The Name Reservation Section in VIRRGIN does not distinguish between names for BCs and IBCs. You can reserve the name in VIRRGIN and then submit as usual your Change of Name documents including the name reservation number (which you can print from the confirmation screen in VIRRGIN).

Will the FSC accept documents using the old method of hand delivery to the Registry after Wednesday 13 December?

Agents can continue to use their deposit account with the FSC. In fact this is a main stay of the VIRRGIN system. We suggest that as at 13 December Agents begin using VIRRGIN for the most efficient service including reserving names, new incorporations and post incorporations transactions.

Can an automatically re-registered company file an amendment and keep the same Memorandum & Articles that it had an IBC?

Yes it can. The transitional provisions allow for this.

What is the fee to obtain a Certificate of Good Standing for a former local company that has been automatically re-registered?

The fee is $25.00

Are existing professional funds, required to amend their memorandum and articles of association (M&A) to specify that i) the fund interests of the fund shall be issued only to professional investors; and ii) the initial investment of each investor in the fund, other than exempted investors, shall be not less than such sum as may be prescribed in the Mutual Funds Regulations? If so, in what time frame must this be completed?

Under paragraph 10 of Schedule 8 to SIBA, all existing professional funds are deemed to be recognised under section 55. Existing professional funds must therefore satisfy the criteria for such recognition, including the requirements of section 55(2)(c) that their constitutional documents should specify that i) the fund interest of the fund shall be issued only to professional investors; and ii) the initial investment of each investor in the fund, other than exempted investors, shall be not less that $100,000 (as prescribed in the Mutual Funds Regulations). In order to comply with this requirement, existing professional funds should amend their constitutional documents and provide evidence of same to the Commission before the second transition date of 12 October 2010.

However, as a matter of policy, where the Commission has granted approval under the BVI Business Companies Act, 2004, to an existing fund to voluntarily liquidate or where a liquidator has been appointed under the Insolvency Act, 2003, the fund would not be required to amend its constitutional documents to comply with section 55(2)(c).

In addition, where an existing fund is closed to new investors, or is otherwise winding down its business, it need not immediately amend its constitutional documents to comply with the requirement. However, the fund would be required to provide written confirmation to the Commission from its directors (supported by a board resolution) that it is closed to new investors or is winding down its business. Where the fund subsequently proposes to make an offer to new or existing investors it must, prior to the offering, amend its constitutional documents to comply with the requirements of section 55(2)(c)and file a copy of same with the Commission.

What is the tax structure in the BVI?

The BVI does not levy corporate income or capital gains taxes on companies (including insurance companies).

Who is a General Trust Licence holder?

A General Trust Licence holder is an entity which holds a valid general trust licence as prescribed by the Banks and Trust Companies Act, 1990 and enables the holder to carry on trust business without restrictions. Trust business as defined by this Act means "the business of (a) acting as a professional trustee, protector or administrator of a trust or settlement, (b) managing or administering any trust or settlement, and (c) company management as defined by the Company Management Act, 1990.

How do I conduct a company search?

Information on companies formed in the British Virgin Islands can be obtained from the BVI Commercial Registry. General information on a company's registration number, registered office, incorporation date, status and authorized capital, etc. is available. A small fee is charged for each search and various payment methods are available for your convenience.

Please contact the BVI Commercial Registry to conduct your search. Contact info: (284) 494 5355-phone or (284) 494 6331-fax.

What is an Authorised Agent?

An Authorised Agent is a person designated by a bank to act as an intermediary between the licence holder and the Commission.