Schedules to the BVI Companies Act amended

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The BVI Financial Services Commission announced on Tuesday that the BVI Executive Council has issued an order amending the schedules to the BVI Business Companies Act.

This order is important as it paves the way for a number of new initiatives including new simplified provisions for the transitioning of bearer share companies to non-bearer share companies. This order essentially means that it is no longer a requirement for companies to amend their M&AA to prohibit bearer shares to avoid the higher fees. Instead, the new order will do the following:

  • Deem that the memorandum of every former IBC will be amended with effect from the transition date to prohibit the issue of bearer shares, unless the company elects that the deeming provision should not apply.
  • Abolish the staged increases in annual fees between 2008 and the transition date. The transition date has been brought forward one year from 31 December 2010 to 31 December 2009.

This means that during the years 2008 and 2009, a former IBC that is a bearer share company will pay the same fee as a non-bearer share company. On December 31, 2009, the memorandum of a bearer share former IBC will be deemed to be amended to prohibit the issue of bearer shares and the company will become a non-bearer share company. It will, of course, be an option for any bearer share former IBC to elect to disapply this deeming provision.

As a consequence, the vast majority of former IBCs need to do nothing at present.

Dezan Shira & Associates maintain an office in Hong Kong, advising foreign investors on legal administration, corporate establishment, due diligence and tax policy in the city. Please contact Eve Ng or visit the Hong Kong office website for more information.

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