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BVI Business Companies Act, 2004

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Division 2 – Company Records

96. (1) A company shall keep the following documents at the office of its registered agent:

(a) the memorandum and articles of the company;

(b) the register of members maintained in accordance with section 41 or a copy of the register of members;

(c) the register of directors maintained under section 118 or a copy of the register of directors; and

(d) copies of all notices and other documents filed by the company in the previous ten years.

(2) Where a company keeps a copy of the register of members or the register of directors at the office of its registered agent, it shall

(a) within fifteen days of any change in the register, notify the registered agent, in writing, of the change; and

(b) provide the registered agent with a written record of the physical address of the place or places at which the original register of members or the original register of directors is kept.

(3) Where the place at which the original register of members or the original register of directors is changed, the company shall provide the registered agent with the physical address of the new location of the records within fourteen days of the change of location.

(4) A company that contravenes subsection (1), (2) or (3) commits an offence and is liable on summary conviction to a fine of $10,000.

97. (1) A company shall keep the following records at the office of its registered agent or at such other place or places, within or outside the Virgin Islands, as the directors may determine:

(a) minutes of meetings and resolutions of members and of classes of members maintained in accordance with section 102; and

(b) minutes of meetings and resolutions of directors and committees of directors maintained in accordance with section 102.

(2) Where any records specified under section (1) are kept at a place other than at the office of the company’s registered agent, the company shall provide the registered agent with a written record of the physical address of the place or places at which the records are kept.

(3) Where the place at which any records specified under subsection (1) is changed, the company shall provide the registered agent with the physical address of the new location of the records within fourteen days of the change of location.

(4) A company that contravenes this section commits an offence and is liable on summary conviction to a fine of $10,000.

98. (1) A company shall keep records that

(a) are sufficient to show and explain the company’s transactions; and

(b) will, at any time, enable the financial position of the company to be determined with reasonable accuracy.

(2) A company that contravenes this section commits an offence and is liable on summary conviction to a fine of $10,000.

99. The records required to be kept by a company under this Act shall be kept

(a) in written form; or

(b) either wholly or partly as electronic records complying with the requirements of the Electronic Transactions Act.

100. (1) A director of a company is entitled, on giving reasonable notice, to inspect the documents and records of the company

(a) in written form;

(b) without charge; and

(c) at a reasonable time specified by the director;

and to make copies of or take extracts from the documents and records.

(2) Subject to subsection (3), a member of a company is entitled, on giving written notice to the company, to inspect

(a) the memorandum and articles;

(b) the register of members;

(c) the register of directors; and

(d) minutes of meetings and resolutions of members and of those classes of members of which he is a member;

and to make copies of or take extracts from the documents and records.

(3) Subject to the memorandum and articles, the directors may, if they are satisfied that it would be contrary to the company’s interests to allow a member to inspect any document, or part of a document, specified in subsection (2)(b), (c) or (d), refuse to permit the member to inspect the document or limit the inspection of the document, including limiting the making of copies or the taking of extracts from the records.

(4) The directors shall, as soon as reasonably practicable, notify a member of any exercise of their powers under subsection (3).

(5) Where a company fails or refuses to permit a member to inspect a document or permits a member to inspect a document subject to limitations, that member may apply to the Court for an order that he should be permitted to inspect the document or to inspect the document without limitation.

(6) On an application under subsection (5), the Court may make such order as it considers just.

101. (1) Service of a document may be effected on a company by addressing the document to the company and leaving it at, or sending it by a prescribed method to,

(a) the company’s registered office; or

(b) the office of the company’s registered agent.

(2) The Regulations may provide for the methods by which service of a document on a company may be proved.

102. (1) A company shall keep

(a) minutes of all meetings of

(i) directors,

(ii) members,

(iii) committees of directors, and

(iv) committees of members; and

(b) copies of all resolutions consented to by

(i) directors,

(ii) members,

(iii) committees of directors, and

(iv) committees of members.

(2) A company shall have a common seal and an imprint of the seal shall be kept at the office of the registered agent of the company.

(3) A company that wilfully contravenes this section commits an offence and is liable on summary conviction to a fine of $10,000.