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BVI Business Companies Act, 2004

BVI Company Formations bvi-business-companies-act-2004 previous companies act next companies act

PART XI

FOREIGN COMPANIES

185. (1) A reference in this Part to a foreign company carrying on business in the Virgin Islands includes a reference to the foreign company establishing or having a place of business in the Virgin Islands.

(2) For the purposes of this Part, a foreign company does not carry on business in the Virgin Islands solely by reason of the fact that, in the Virgin Islands, it

(a) is or becomes a party to legal proceedings or settles a legal proceeding or a claim or dispute;

(b) holds meetings of its directors or members or carries on other activities concerning its internal affairs;

(c) maintains a bank account;

(d) effects a sale of property through an independent contractor;

(e) solicits or procures an order that becomes a binding contract only if the order is accepted outside the Virgin Islands;

(f) creates evidence of a debt, or creates a charge on property;

(g) secures or collects any of its debts or enforces its rights in regard to any securities relating to such debts;

(h) conducts an isolated transaction that is completed within a period of thirty one days, not being one of a number of similar transactions repeated from time to time; or

(i) invests any of its funds or holds any property.

186. (1) A foreign company shall not carry on business in the Virgin Islands unless

(a) it is registered under this Part; or

(b) it has applied to be so registered and the application has not been determined.

(2) An application by a foreign company for registration under this Part shall be made to the Registrar in the approved form and shall be accompanied by

(a) evidence of its incorporation;

(b) a certified copy of the instrument constituting or defining its constitution;

(c) a list of its directors as at the date of the application specifying the full name, nationality and address of each director;

(d) a notice specifying the name of the person appointed as the registered agent of the foreign company in the Virgin Islands, endorsed by the registered agent with his agreement to act as registered agent;

(e) if a document specified in paragraph (a) or (b) is not in English, a translation of the document certified as accurate in accordance with the Regulations; and

(f) such other documentation as may be prescribed.

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

187. Where the Registrar receives an application complying with section 186(2), he shall register the foreign company in the Register of Foreign Companies and issue a certificate of registration as a foreign company in the approved form.

188. (1) A foreign company registered under this Part shall file a notice in the approved form within one month after a change in

(a) its corporate name;

(b) the jurisdiction of its incorporation;

(c) the instrument constituting or defining its constitution;

(d) its directors, or in the information filed in respect of a director; or

(e) its registered agent.

(2) A notice of change of registered agent shall be endorsed by the new registered agent with his agreement to act as registered agent.

(3) A notice of a change in the instrument constituting or defining the constitution of a foreign company shall be accompanied by

(a) a certified copy of the new or amended instrument; and

(b) if the instrument is not in English, a translation of the document certified as accurate in accordance with the Regulations.

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

189. (1) A foreign company that carries on business in the Virgin Islands shall, at all times, have a registered agent in the Virgin Islands.

(2) No person shall act, or agree to act, as the registered agent of a foreign company unless that person

(a) holds a licence under the Company Management Act or under the Banks and Trust Companies Act; and

(b) has the approval of the Commission to provide registered agent services.

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

190. (1) Where the Registrar is satisfied that the corporate name of, or a name being used by, a foreign company carrying on business in the Virgin Islands is undesirable, he may serve a notice in the approved form on the foreign company requiring it to cease carrying on business in the Virgin Islands under, or using, that name.

(2) A foreign company on which a notice is served under subsection (1) shall not carry on business in the Virgin Islands under, or using, the name specified in the notice from

(a) a date thirty days after the date of the service of the notice; or

(b) such later date as may be specified in the notice.

(3) The Registrar may, at any time, withdraw a notice served under subsection (1).

(4) A foreign company on which a notice is served under subsection (1) shall, if it proposes to carry on business in the Virgin Islands under, or using, an alternate name, file a notice of the alternate name.

(5) A foreign company that contravenes subsection (3) commits an offence and is liable on summary conviction to a fine of $5,000.

191. (1) Subject to subsection (3), a foreign company that carries on business in the Virgin Islands shall ensure that its full corporate name and the name of the country of its incorporation are clearly stated in

(a) every communication sent by it, or on its behalf; and

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

(2) For the purposes of subsection (1), a generally recognised abbreviation of a word or words may be used in the name of a foreign company if it is not misleading to do so.

192. (1) A foreign company registered under this Part shall, on or before 31 March of each year, file an annual return made up to 31 December of the previous year.

(2) The annual return shall

(a) be in the approved form; and

(b) be certified as correct by a director of the foreign company or by its registered agent.

193. (1) A foreign company shall, within seven days of ceasing to carry on business in the Virgin Islands, file a notice in the approved form.

(2) On receipt of a notice under subsection (1), the Registrar shall remove the name of the foreign company from the Register of Foreign Companies and, from that time, the person appointed as the registered agent of the foreign company ceases to be its registered agent.

194. (1) A document may be served on a foreign company registered under this Part by leaving it at, or sending it by post to, the address of the registered agent of the foreign company.

(2) Subsection (1) does not affect or limit the power of the Court to authorise a document to be served on a foreign company registered under this Part in a different manner.

195. A failure by a foreign company to comply with this Part does not affect the validity or enforceability of any transaction entered into by the foreign company.

196. (1) In this section, “effective date” means the date when this Part is brought into force.

(2) A foreign company that, immediately before 30th June 2006, is carrying on business in the Virgin Islands shall, if it continues to carry on business in the Virgin Islands after that date, apply for registration under this Part on or before 31st July 2006.

(3) A foreign company registered under Part IX of the Companies Act at the effective date is deemed to be registered under this Part, with effect from the effective date and subsection (2) does not apply to such a company.

(4) A foreign company to which subsection (3) applies shall, on or before 31st March 2006, file

(a) a list of its directors as at the effective date specifying the full name, nationality and address of each director;

(b) a notice specifying the name of the person appointed as the registered agent of the foreign company in the Virgin Islands, endorsed by the registered agent with his agreement to act as registered agent; and

(c) a notice containing such additional information as may be prescribed.

(5) A foreign company to which subsection (2) applies does not commit an offence under 186(3) by carrying on business in the Virgin Islands during the period commencing with the effective date and terminating on the earlier of

(a) the date on which it files its application; and

(b) 31st July 2006.

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