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FAQs

 

BACKGROUND STATEMENT

What is the effect of transitional provisions in an enactment? How do they relate to the other provisions in the same enactment?

Essentially, transitional provisions in an enactment (principal or subsidiary) outline precisely when and how specified operative parts in the enactment are to take effect. They are designed to facilitate a transition from an existing regime to a new regime.

As Thornton (in his book titled “Legislative Drafting”) outlines, “The function of a transitional provision is to make special provision for the application of legislation to the circumstances which exist at the time when that legislation comes into force”. Transitional provisions in an enactment therefore give effect to existing scenarios/matters by outlining how (and when) they should be treated and modify the application of the substantive provisions in the enactment. They must therefore not be read in isolation and, unless they are specifically excluded with respect to existing scenarios/matters, they must be given effect.

Section 248 of the BVI Business Companies Act, 2004, (“BVIBCA”) specifically provides that “the transitional provisions set out in Schedule 2 apply” and that Schedule has the heading “Transitional Provisions”. The effect of the Schedule is to outline how companies under the old regimes (CapCo and IBC) would be treated or transitioned into the BVIBCA and, unless otherwise specifically excluded, the transitional provisions apply to those companies and matters relative to them to the exclusion of any other provision in the Act. Division 5 of Part IV of Schedule 2 of the Act is headed “Bearer Shares in Grandfathered Bearer Share Companies” and thus all bearer shares within the scope of a company which qualifies as a grandfathered bearer share company would fall to be treated in accordance with the terms of that Division as opposed to any other provision of the Act (unless specifically stated otherwise).

Consequently, a grandfathered bearer share company whose memorandum is amended by virtue of the operation of law in accordance with the terms of paragraph 34A (1) of Division 5 of Part IV of Schedule 2 would effectively have its bearer shares disabled (unless “revived” by a court order under paragraph 35 (4)). Indeed paragraph 35 outlines how an existing bearer share of a grandfathered bearer share company is to be treated and the consequences flowing therefrom.

In this context, the provisions of sections 38 (2) and Division 5 of Part III of the Act relate only to bearer shares that are not the subject of transition; they cannot be read to override the transitional provisions relative to bearer shares in a grandfathered bearer share company. To read this subject differently would be negating the purpose and effect of the transitional provisions and the whole purpose and intent of a transitional provision in an enactment.

Are application fees and approval fees payable in respect of applications for the appointment of a director or functionary of a public fund?

With effect from January 1, 2011, the application fee for the appointment of a director of a public fund is $150 and the approval fee for the appointment of a director of a public fund is $250. There is no application fee or approval fee for the appointment of a functionary of a public fund.

How many insurance managers are in the British Virgin Islands?

Current statistics on insurance managers (and Insurance sector generally) may be found in the most recent edition of the BVI FSC Statistical Bulletin.

At the end of 2013 there were 14 insurance managers licensed to carry on insurance business as an insurance manager in the BVI.

What are the capital adequacy guidelines for Company Managers?

Under the Company Management Act, 1990, a Company Manager is required to have a minimum paid up capital of twenty five thousand dollars (US$25,000).

What are the different types of banking licences issued by the British Virgin Islands?

There are three banking licences issued under the Banks and Trust Companies Act, 1990; a General Banking Licence, a Restricted Class I Banking Licence and a Restricted Class II Banking Licence.

What happens when I file an appeal on a name?

Once the Name Appeal is processed by the Registry, the system will return an email confirmation that includes the proposed name, name reservation number, status and time remaining on the reservation period.

Will the Registry make changes to name reservations on an agent's behalf?

Please reserve names exactly as you would like them to appear on the company’s documents. The Registry cannot make changes to name reservations or to applications for incorporation on the agent’s behalf.

Did the company numbers change?

All companies that were automatically re-registered will now have the number 700,000 appended to their original company number. For example company number 1 was changed to company number 700,001, company number 567 was changed to company number 700,567, etc.

If the owners of bearer shares of a grandfathered bearer share company failed to deposit them with a custodian or to convert them to or exchange them for registered shares before 31 December, 2009 what options are now available?

The Act provides a clear solution under paragraph 35(4) of Division 5 of Part IV of Schedule 2 (Schedule 2). The company or a person interested in the bearer share may apply to the Court to extend the transition date. The Court hearing the application may extend the transition date by such further period or periods not exceeding one year in total as it considers fit.

Are application fees and approval fees payable for the appointment of a director or senior officer of an investment business licensee?

With effect from January 1, 2011, the application fee for the appointment of a director or senior officer of an investment business licensee is $150 and the approval fee for the appointment of a director or senior officer of an investment business licensee is $250.

Are all insurance companies required to have Insurance Managers?

Only captive insurers are mandated to appoint and and at all times have an insurance manager.

A foreign insurer is required to have a representative in the BVI if it does not operate a branch in the BVI. The representative may be licensed either as an insurance agent or insurance manager.

What are the minimum requirements for a Company Management Licence?

The minimum requirements for obtaining a Company Management Licence are: proven company management experience, a minimum paid up capital of twenty five thousand dollars (US$25,000) and physical presence in the British Virgin Islands. The application fee is two hundred dollars (US$200). Special Note: These requirements are by no means exhaustive.

Note: A consensus has now emerged that only in circumstances where the institution concerned is of blue chip international stature and renown, whose presence in the jurisdiction would be a fillip to the reputation of the BVI as a situs for conduct of international business; or where the institution concerned will be providing additional services not currently provided within the jurisdiction, will company management licences be granted to companies other than companies with local ownership and a physical presence here in the BVI. In both cases, the company is expected to establish its own physical presence and apply for a general trust licence within two years of the grant of the licence. All other interests will initally have to apply for a General Trust Licence.

What are the minimum requirements for a General Banking Licence?

The minimum requirements for obtaining a General Banking Licence are: proven banking experience, a minimum paid up capital of two million dollars (US$2,000,000), physical presence in the British Virgin Islands and the applicant must meet our "fit and proper" criteria. Special Note: These requirements are by no means exhaustive.

Further, an applicant who receives written confirmation that the grant of a General Banking licence has been approved is required to make a deposit or investment of five hundred thousand dollars (US$500,000).

Can I have more than one (1) Authorised Signatory?

Yes! Each Authorised Signatory must be setup by the FSC. Please complete the relevant sections on pages 2 and 3 of the Registration Form for each authorised signatory. Authorised Signatories within VIRRGIN are the ONLY users allowed to submit filings that require payment and create staff login accounts for other employees.

How can I amend a name reservation?

Existing name reservations can be amended in the following ways prior to submission of the incorporation

  1. Change in case for each word
  2. Addition of the letter S to any word
  3. Addition of spaces
  4. Addition of punctuation (for example: “&”, “,”, “-“ etc)

For major changes to an existing name reservation we suggest that you request immediate expiration of the name (nameres@bvifsc.vg) and upon receipt of the expiration confirmation re-reserve the name as required.

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