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1、VIRGIN ISLANDS THE BVI BUSINESS COMPANIES ACT,2004 No.16 of 2004 Amended by 26/2005 Subsidiary Legislation Segregated Portfolio Companies Regulations,2005(S.I.2005 No.96)Revised under the Statute Revision Act,2005(No.25 of 2005)as of 1st January,2006 2 No.16 of 2004 VIRGIN ISLANDS BVI BUSINESS COMPA
2、NIES ACT,2004 ARRANGEMENT OF SECTIONS Section PART I PRELIMINARY PROVISIONS 1.Short title and commencement.2.Interpretation.3.Meaning of“company”and“foreign company”.4.Meaning of“subsidiary”and“holding company”.PART II INCORPORATION,CAPACITY AND POWERS Division 1-Incorporation 5.Types of company.6.A
3、pplication to incorporate a company.7.Incorporation of a company.8.Registration of company as restricted purposes company.Division 2 Memorandum and Articles 9.Memorandum.10.Additional matters to be stated in memorandum of restricted purposes company.11.Effect of memorandum and articles.12.Amendment
4、of memorandum and articles.13.Filing of notice of amendment of memorandum or articles.14.Amendment of memorandum with respect to restricted purposes.15.Restated memorandum or articles.16.Provision of copies of memorandum and articles to members.3 Division 3 Company Names 17.Required part of company
5、name.18.Restrictions on company names.19.Company number as company name.20.Foreign character name.21.Company may change name.22.Registrar may direct change of name.23.Effect of change of name.24.Re-use of company names.25.Reservation of name.26.Use of company name.Division 4 Capacity and Powers 27.S
6、eparate legal personality.28.Capacity and powers.29.Validity of acts of company.30.Personal liability.31.Dealings between company and other persons.32.Constructive notice.PART III SHARES Division 1-General 33.Legal nature of shares.34.Rights attaching to shares and classes of shares.35.Series of sha
7、res.36.Types of shares.37.Par value and no par value shares.38.Bearer shares.39.Fractional shares.40.Change in number of shares company authorised to issue.40A.Division and combination of shares.41.Register of members.42.Register of members as evidence of legal title.43.Rectification of register of
8、members.44.Share certificates.4 Division 2-Issue of Shares 45.Issue of shares.46.Pre-emptive rights.47.Consideration for shares.48.Shares issued for consideration other than money.49.Consent to issue of shares.50.Time of issue.51.Forfeiture of shares.Division 3-Transfer of Shares 52.Transferability
9、of shares.53.Transfer of shares by operation of law.54.Method of transfer of registered share.55.Transfer of bearer share.Division 4-Distributions 56.Meaning of solvency test and distribution.57.Distributions.58.Recovery of distribution made when company did not satisfy solvency test.59.Company may
10、purchase,redeem or otherwise acquire its own shares.60.Process for purchase,redemption or other acquisition of own shares.61.Offer to one or more shareholders.62.Shares redeemed otherwise than at option of company.63.Purchases,redemptions or other acquisitions deemed not to be a distribution.64.Trea
11、sury shares.65.Reissue of treasury shares.66.Mortgages and charges of shares.Division 5-Immobilisation of Bearer Shares 67.Interpretation for this Division.68.Meaning of disabled bearer share.69.Issue of bearer shares and conversion of registered shares.70.Bearer shares not held by custodian disable
12、d.71.Information concerning beneficial owner of bearer share.72.Duties of authorised custodian holding bearer share.73.Transfer of bearer shares.74.Procedure on a person ceasing to be a custodian.75.Transfer of beneficial ownership of,or interest in,bearer share.5 76.Notification of person having ri
13、ght to entitlements carried by bearer share.77.Regulations.PART IV MEMBERS 78.Meaning of “shareholder”,“guarantee member”and“unlimited member”.79.Company to have one or more members.80.Liability of members.81.Members resolutions.82.Meetings of members.83.Notice of meetings of members.84.Quorum for m
14、eetings of members.85.Voting trusts.86.Court may call meeting of members.87.Proceedings at meetings of members.88.Written resolutions.89.Service of notice on members.PART V COMPANY ADMINISTRATION Division 1 Registered Office and Registered Agent 90.Registered office.91.Registered agent.92.Change of
15、registered office or registered agent.93.Resignation of registered agent.94.Registered agent ceasing to be eligible to act.95.Register of Approved Registered Agents.Division 2 Company Records 96.Documents to be kept at office of registered agent.97.Other records to be maintained by company.98.Financ
16、ial records.99.Form of records.100.Inspection of records.101.Service of process,etc.on company.102.Books,records and common seal.6 Division 3-General Provisions 103.Contracts generally.104.Contracts before incorporation.105.Notes and bills of exchange.106.Power of attorney.107.Authentication or atte
17、station.108.Company without members.PART VI DIRECTORS Division 1 Management by Directors 109.Management by directors.110.Committees of directors.Division 2 Appointment,Removal and Resignation of Directors 111.Persons disqualified for appointment as director.112.Consent to act as director.113.Appoint
18、ment of directors.114.Removal of directors.115.Resignation of director.116.Liability of former directors.117.Validity of acts of director.118.Register of directors.118A.Annual return for unlimited company not authorised to issue shares.119.Emoluments of directors.Division 3-Duties of Directors and C
19、onflicts 120.Duties of directors.121.Powers to be exercised for proper purpose.122.Standard of care.123.Reliance on records and reports.124.Disclosure of interest.125.Avoidance by company of transactions in which director is interested.7 Division 4 Proceedings of Directors and Miscellaneous Provisio
20、ns 126.Meetings of directors.127.Notice of meeting of directors.128.Quorum for meetings of directors.129.Consents of directors.130.Alternates for directors.131.Agents.132.Indemnification.133.Insurance.PART VII SEGREGATED PORTFOLIO COMPANIES Division 1 Approval and Registration 134.Interpretation for
21、 this Part.135.Incorporation or registration as segregated portfolio company.136.Application for approval of Commission.137.Commission may approve application.Division 2-Attributes and Requirements of Segregated Portfolio Companies 138.Segregated portfolios.139.Segregated portfolio shares.140.Genera
22、l shares.141.Segregated portfolio distributions and dividends.142.Company to act on behalf of portfolios.143.Assets.144.Creditors of a segregated portfolio company.145.Segregation of assets.146.Segregation of liabilities.147.General liabilities and assets.148.Financial statements.149.Limitation on t
23、ransfer of segregated portfolio assets from segregated portfolio company.Division 3 Liquidation,Portfolio Liquidation Orders and Administration 150.Meaning of“liquidator”.151.Liquidation of segregated portfolio company.8 152.Portfolio liquidation orders.153.Application for portfolio liquidation orde
24、r.154.Conduct of portfolio liquidation.155.Distribution of segregated portfolio assets.156.Discharge and variation of portfolio liquidation orders.157.Remuneration of portfolio liquidator.158.Administration of segregated portfolio under Insolvency Act.Division 4 General Provisions 159.Regulations.PA
25、RT VIII REGISTRATION OF CHARGES 160.Interpretation for this Part.161.Creation of charges by a company.162.Company to keep register of charges.163.Registration of charges.164.Variation of registered charge.165.Charge ceasing to affect companys property.166.Priority of relevant charges.167.Priority of
26、 other shares.168.Exceptions to sections 166 and 167.PART IX MERGER,CONSOLIDATION,SALE OF ASSETS,FORCED REDEMPTIONS,ARRANGEMENTS AND DISSENTERS 169.Interpretation for purposes of this Part.170.Approval of merger and consolidation.171.Registration of merger and consolidation.172.Merger with subsidiar
27、y.173.Effect of merger or consolidation.174.Merger or consolidation with foreign company.175.Disposition of assets.176.Redemption of minority shares.177.Arrangements.178.Arrangement where company in voluntary liquidation.179.Rights of dissenters.179A.Schemes of arrangement.9 PART X CONTINUATION 180.
28、Foreign company may continue under this Act.181.Application to continue under this Act.182.Continuation.183.Effect of continuation.184.Continuation under foreign law.PART XA MEMBERS REMEDIES 184A.Interpretation for this Part.184B.Restraining or compliance order.184C.Derivative actions.184D.Costs of
29、derivative action.184E.Powers of Court when leave granted under section 184C.184F.Compromise,settlement or withdrawal of derivative action.184G.Personal actions by members.184H.Representative actions.184I.Prejudiced members.PART XI FOREIGN COMPANIES 185.Meaning of“carrying on business”.186.Registrat
30、ion of foreign company.187.Registration 188.Registration of changes in particulars.189.Foreign company to have registered agent.190.Control over names of foreign companies.191.Use of name by foreign company.192.Annual return.193.Foreign company ceasing to carry on business in the Virgin Islands.194.
31、Service of documents on a foreign company registered under this Part.195.Validity of transactions not affected.196.Transitional provisions for this Part.10 PART XII LIQUIDATION,STRIKING-OFF AND DISSOLUTION Division 1-Liquidation 197.Application of this Part.198.Declaration of solvency.199.Appointmen
32、t of liquidator.200.Appointment of voluntary liquidator of long term insurance company or other regulated person.201.Control of voluntary liquidation of regulated person.202.Duration of liquidation.203.Circumstances in which liquidator may not be appointed.204.Notice and advertisement of liquidation
33、.205.Effect of appointment of voluntary liquidator.206.Duties of voluntary liquidator.207.Powers of voluntary liquidator.207A.Termination of voluntary liquidation.208.Completion of liquidation.Division 2 Liquidation where Company Insolvent 209.Company in voluntary liquidation unable to pay its debts
34、.210.Liquidator to call meeting of creditors.211.Insolvency Act to apply.Division 3 Striking Off and Dissolution 212.Interpretation for this Division.213.Striking company off Register.214.Appeal.215.Effect of striking off.216.Dissolution of company struck off the Register.217.Restoration of name of
35、company to Register by Registrar.218.Declaration that dissolution void and restoration of name to Register by Court.219.Appointment of Official Receiver as liquidator of company struck off.220.Property of dissolved company.221.Disclaimer.11 PART XIII INVESTIGATION OF COMPANIES 222.Definition of“insp
36、ector”.223.Investigation order.224.Courts powers.225.Inspectors powers.226.Hearing in camera.227.Incriminating evidence.228.Privilege.PART XIV ADMINISTRATION AND GENERAL 228A.Company Law Review Advisory Committee.229.Registrar of Corporate Affairs.230.Registers.231.Optional registration of registers
37、 of members and directors.232.Filing of documents.233.Inspection of Registers and documents filed.234.Form of certificate.235.Certificate of good standing.236.Fees and penalties to be paid to Registrar.237.Recovery of penalties,etc.238.Company struck off liable for fees,etc.239.Fees payable to Regis
38、trar.240.Companies Regulations.241.Approval of forms by Commission.242.Exemptions from tax.243.Offence provisions.PART XV TRANSITIONAL AND MISCELLANEOUS PROVISIONS 244.Limited Liability Companies.245.Jurisdiction.246.Declaration by Court.247.Judge in Chambers.248.Transitional provisions.249.Amendmen
39、t of Schedules.250.Repeals and amendments.12 251.Act binding on Crown.SCHEDULES 1.Fees and Penalties 2.Transitional Provisions 3.Repeals and Amendments 13 No.16 of 2004 BVI Business Companies Act,2004 Virgin Islands I Assent THOMAS MACAN Governor 24th December,2004 (1st January,2005)(1st January,200
40、6)VIRGIN ISLANDS No.16 of 2004 An Act to provide for the incorporation,management and operation of different types of companies,for the relationships between companies and their directors and members and to provide for connected and consequential matters.Gazetted 29th December,2004 ENACTED by the Le
41、gislature of the Virgin Islands as follows:PART I PRELIMINARY PROVISIONS 1.(1)This Act may be cited as the BVI Business Companies Act,2004.(2)The provisions of this Act come into operation on 1st January 2005.2.In this Act,unless the context otherwise requires,“approved form”means a form approved by
42、 the Commission in accordance with section 241;“articles”means the original,amended or restated articles of association of a company;16/2004 26/2005 Commencement.Revision date.Short title and commencement.Interpretation.14“asset”includes money,goods,things in action,land and every description of pro
43、perty wherever situated and obligations and every description of interest,whether present or future or vested or contingent,arising out of,or incidental to,property;“bearer share”means a share represented by a certificate which states that the bearer of the certificate is the owner of the share and
44、includes a share warrant to bearer;“board”,in relation to a company,means (a)the board of directors,committee of management,council or other governing authority of the company,or (b)if the company has only one director,that director;“class”,in relation to shares,means a class of shares each of which
45、 has the rights,privileges,limitations and conditions specified for that class in the memorandum;“Commission”means the Financial Services Commission established under the Financial Services Commission Act,2001;“company”has the meaning specified in section 3(1);“company number”means the number allott
46、ed to the company by the Registrar (a)on its incorporation under section 7(1),(b)on its continuation under section 182,or (c)on its re-registration under Schedule 2;“continued”means continued under section 182;“Court”means the High Court;“custodian”has the meaning specified in section 67;“director”,
47、in relation to a company,a foreign company and any other body corporate,includes a person occupying or acting in the position of director by whatever name called;“distribution”has the meaning specified in section 56;No.12 of 2001 Schedule 2 15“document”means a document in any form and includes (a)an
48、y writing or printing on any material,(b)any record of information or data,however compiled,and whether stored in paper,electronic,magnetic or any non-paper based form and any storage medium or device,including discs and tapes,(c)books and drawings,and (d)a photograph,film,tape,negative,facsimile or
49、 other medium in which one or more visual images are embodied so as to be capable(with or without the aid of equipment)of being reproduced,and without limiting the generality of the foregoing,includes any court application,order and other legal process and any notice;“dollar”or“$”means the lawful cu
50、rrency for the time being of the United States of America;“file”,in relation to a document,means to file the document with the Registrar;“foreign company”has the meaning specified in section 3(2);“former Act”means the Companies Act or the International Business Companies Act;“former Act company”mean