International Business Companies Act of 1984


BRITISH VIRGIN ISLANDS

INTERNATIONAL BUSINESS COMPANIES
ORDINANCE, CAP 291

Return: BVI International Business Companies

Sections I-III
Sections IV-VI
Sections VII-XII

PLEASE NOTE:

Every effort has been made to ensure correctness in the following documentation; however, no responsibility is assumed for any errors which may appear.


ARRANGEMENT OF SECTIONS

Section

PART I

SHORT TITLE AND INTERPRETATION

1 Short Title

2 Interpretation

Section

PART II

CONSTITUTION OF COMPANIES

3 Incorporation

4 Restrictions on Incorporation

5 Requirements of International Business Companies

6 Effect of failure to satisfy requirements of Section 5

7 Personal Liability

8 Business objects or purposes

9 Powers

10 Validity of acts of Company

11 Name

12 Memorandum

13 Articles

14 Registration

15 Certificate of Incorporation

16 Amendment of Memorandum and Articles

17 Copies of Memorandum and Articles to members

Section

PART III

CAPITAL & DIVIDENDS

17A Power to allot shares

18 Shares to be fully paid

19 Kind of consideration for shares

19A Forfeiture of shares

20 Amount of consideration for shares

21 Fractional shares

21A Authorized capital in several currencies

22 Capital and surplus accounts

23 Dividend of shares

24 Increase or reduction of authorized capital

25 Division and combination

26 Character of a share

27 Share certificates

28 Share register

29 Rectification of share register

30 Transfer of registered shares

31 Transfer of bearer shares

32 Seizure

33 Acquisition of own shares

34 Treasury shares disabled

35 Increase or reduction of capital

36 Dividends

37 Appreciation of assets

37A Mortgages and charges of shares

Section

PART IV

REGISTERED OFFICE AND AGENT

38 Registered office

39 Registered agent

40 R E P E A L E D.

40A Registered agents

41 Penalty for contravention of sections 38 and 39

Section

PART V

DIRECTORS, OFFICERS, AGENTS AND LIQUIDATORS

42 Management by directors

43 Election, term and removal of directors

43A Optional register of directors

44 Number of directors

45 Powers of directors

46 Emoluments of directors

47 Committees of directors

48 Meetings of directors

49 Notice of meetings of directors

50 Quorum for meetings of directors

51 Consents of directors

52 Alternates for directors

53 Officers and agents

54 Standard of care

55 Reliance on records and reports

56 Conflict of interests

57 Indemnification

58 Insurance

Section

PART VI

PROTECTION OF MEMBERS AND CREDITORS

59 Meetings of members

60 Notice of meetings of members

61 Quorum for meetings of members

62 Voting by members

62A Voting trusts

63 Consents of members

64 Service of notice on members

65 Service of process, etc. on company

66 Books, records and common seals

67 Inspection of books and records

68 Contracts generally

69 Contracts before incorporation

70 Contracts for payment or transfer

70A Optional register of mortgages and charges

71 Notes and bills of exchange

72 Power of Attorney

73 Authentication or attestation

74 Company without members

Section

PART VII

MERGER, CONSOLIDATION, SALE OF ASSETS, FORCED REDEMPTIONS, ARRANGEMENTS AND DISSENTERS

75 Interpretation for purposes of Part VII

76 Merger and consolidation

77 Merger with subsidiary

78 Effect of merger or consolidation

79 Merger or consolidation with foreign company

80 Disposition of assets

81 Redemption of minority shares

82 Arrangements

83 Rights of dissenters

Section

PART VIII

CONTINUATION

84 Continuation

85 Provisional registration

86 Certificate of continuation

87 Effect of continuation

88 Continuation under foreign law

Section

PART IX

WINDING UP, DISSOLUTION AND STRIKING-OFF

89 Compulsory winding-up and dissolution

90 Voluntary winding-up and dissolution

91 Powers of directors in a winding-up and dissolution

92 Duties of liquidator

93 Powers of liquidator

94 Procedure on winding-up and dissolution

95 Rescission of winding-up and dissolution

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

97 Winding-up and dissolution by the court

98 Receivers and managers

99 Striking-off

100 Restoration to Register

101 Effect of striking-off

102 Appointment of official liquidator

103 Dissolution of company struck off

Section

PART X

FEES AND PENALTIES

104 Fees

105 Licence fees

106 Penalties to be paid to Registrar

107 Recovery of penalties, etc.

108 Company struck off liable for fees, etc.

109 Fees, etc. to be paid into Consolidated Fund

110 Fees payable to Registrar

Section

PART XI

INCOME TAXES, STAMP DUTIES AND REGISTRATION OF DOCUMENTS

111 Exemptions from tax, etc.

111A Optional registration of registers

111B Optional registration of mortgages and

charges.

Section

PART XII

MISCELLANEOUS

112 Regulations

113 Form of certificate

114 Certificate of good standing

115 Inspection of documents

116 Jurisdiction

117 Declaration by court

118 Judge in Chambers

119 Commencement

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