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BVI Business Companies Act, 2004

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Division 3 – Company Names

17. (1) Subject to subsections (3), (4), (5) and (6), the name of a limited company shall end with

(a) the word “Limited”, “Corporation” or “Incorporated”;

(b) the words “Societe Anonyme” or “Sociedad Anonima”;

(c) the abbreviation “Ltd”, “Corp”, “Inc” or “S.A.”; or

(d) such other word or words, or abbreviations thereof, as may be specified in the Regulations.

(2) The name of an unlimited company shall end with the word “Unlimited” or the abbreviation “Unltd”.

(3) The name of a restricted purposes company shall end with the phrase “(SPV) Limited” or the phrase “(SPV) Ltd”.

(4) The name of a segregated portfolio company shall include the designation “Segregated Portfolio Company” or “SPC” placed immediately before one of the endings specified in subsection (1), or a permitted abbreviation thereof.

(4A)The name of a segregated portfolio company that is a restricted purposes company shall include the designation “(SPV)” immediately before or immediately after the designation specified in subsection (4).

(5) Where the abbreviation “Ltd”, “Corp”, “Inc” or “Unltd” is used, a full stop may be inserted at the end of the abbreviation.

(6) A company may use, and be legally designated by, either the full or the abbreviated form of any word or words required as part of its name under this section.

18. (1) No company shall be registered, whether on incorporation, continuation, merger or consolidation, under a name

(a) the use of which would contravene another enactment or the Regulations;

(b) that, subject to section 24,

(i) is identical to the name under which a company is or has been registered under this Act or a former Act, or

(ii) is so similar to the name under which a company is or has been registered under this Act or a former Act that the use of the name would, in the opinion of the Registrar, be likely to confuse or mislead;

(c) that is identical to a name that has been reserved under section 25 or that is so similar to a name that has been reserved under section 25 that the use of both names by different companies would, in the opinion of the Registrar, be likely to confuse or mislead;

(d) that contains a restricted word or phrase, unless the Commission has given its prior written consent to the use of the word or phrase; or

(e) that, in the opinion of the Registrar, is offensive or, for any other reason, objectionable.

(2) For the purposes of subsection (1)(d), the Commission may, by notice published in the Gazette, specify words or phrases as restricted words or phrases.

19. The name of a company may comprise the expression “BVI Company Number ” followed by its company number in figures and the ending required by section 17 that is appropriate for the company.

20. (1) A company may have an additional foreign character name approved by the Registrar.

(2) The Regulations may provide for the approval, use and change of foreign character names.

21. (1) Subject to its memorandum and articles, a company may make application to the Registrar in the approved form to change its name or its foreign character name.

(2) If he is satisfied that the proposed new name or foreign character name of the company complies with section 17 and, if appropriate, sections 19 and 20 and is a name under which the company could be registered under section 18, the Registrar shall, on receipt of an application under subsection (1),

(a) register the company’s change of name; and

(b) issue a certificate of change of name to the company.

22. (1) If the Registrar considers, on reasonable grounds, that the name of a company does not comply with sections 17, 18, 19 or 20, he may by written notice direct the company to make application to change its name on or before a date specified in the notice, which shall be not less than twenty one days after the date of the notice.

(2) If a company that has received a notice under subsection (1) fails to file an application to change its name to a name acceptable to the Registrar on or before the date specified in the notice, the Registrar may revoke the name of the company and assign it a new name acceptable to the Registrar.

(3) Where the Registrar assigns a new name to a company under subsection

(2), he shall

(a) register the company’s change of name;

(b) issue a certificate of change of name to the company; and

(c) advertise the change of name in the Gazette.

23. (1) A change of the name of a company under section 21 or 22

(a) takes effect from the date of the certificate of change of name issued by the Registrar; and

(b) does not affect any rights or obligations of the company, or any legal proceedings by or against the company, and any legal proceedings that have been commenced against the company under its former name may be continued against it under its new name.

(2) Where the name of a company is changed under section 21 or 22, the company’s memorandum and articles are deemed to be amended to state the new name with effect from the date of the change of name certificate.

24. The Regulations may provide for the re-use of names previously used by companies that are or have been registered under this Act, or by former Act companies, that have

(a) changed their name;

(b) been struck off the Register, or off a register maintained under a former Act, but not dissolved; or

(c) been dissolved under this Act or a former Act.

25. (1) The Registrar may, upon a request made by a registered agent in the approved form, reserve for ninety days a name for future adoption by a company under this Act.

(2) The Registrar may refuse to reserve a name if he is not satisfied that the name complies with this Division in respect of the company or proposed company.

26. (1) Subject to section 17(6), a company shall ensure that its full name and, if it has one, its foreign character name, is clearly stated in

(a) every written communication sent by, or on behalf of, the company;

and

(b) every document issued or signed by, or on behalf of, the company that evidences or creates a legal obligation of the company.

(2) A company that contravenes subsection (1) commits an offence and is liable on summary conviction to a fine of $1,000.