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BVI Business Companies Act, 2004

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

INCORPORATION, CAPACITY AND POWERS

Division 1 - Incorporation

5. A company may be incorporated or continued under this Act as

(a) a company limited by shares;

(b) a company limited by guarantee that is not authorised to issue shares;

(c) a company limited by guarantee that is authorised to issue shares;

(d) an unlimited company that is not authorised to issue shares; or

(e) an unlimited company that is authorised to issue shares.

6. (1) Subject to subsection (2), application may be made to the Registrar for the incorporation of a company by filing

(a) a memorandum complying with section 9 that is signed by the proposed registered agent, as incorporator;

(b) except in the case of an unlimited company that is not authorised to issue shares, articles that are signed by the proposed registered agent, as incorporator;

(c) a document in the approved form signed by the proposed registered agent signifying his consent to act as registered agent;

(d) if the company is to be incorporated as a segregated portfolio company, the written approval of the Commission given under section 137(1); and

(e) such other documents as may be prescribed.

(2) An application for the incorporation of a company may be filed only by the proposed registered agent and the Registrar shall not accept an application for the incorporation of a company filed by any other person.

(3) For the purposes of this section, the “proposed registered agent” means the person named in the memorandum as the first registered agent of the company.

7. (1) If he is satisfied that the requirements of this Act in respect of incorporation have been complied with, the Registrar shall, upon receipt of the documents filed under section 6(1),

(a) register the documents;

(b) allot a unique number to the company; and

(c) issue a certificate of incorporation to the company in the approved form.

(2) A certificate of incorporation issued under subsection (1) is conclusive evidence that

(a) all the requirements of this Act as to incorporation have been complied with; and

(b) the company is incorporated on the date specified in the certificate of incorporation.

8. (1) If the memorandum of a company limited by shares, as filed under section 6, contains the statements specified in section 10(1) and (2),

(a) the company shall be registered on incorporation as having restricted purposes; and

(b) the certificate of incorporation shall state that the company is a restricted purposes company.

(2) A company that is not registered as a restricted purposes company on its incorporation shall not subsequently be registered as a restricted purposes company.