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BVI Business Companies Act, 2004

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

COMPANY ADMINISTRATION

Division 1 – Registered Office and Registered Agent

90. (1) A company shall, at all times, have a registered office in the Virgin Islands.

(2) The registered office of a company is

(a) the place specified as the company’s first registered office in the memorandum filed under section 6(1); or

(b) if one or more notices of change of registered office have been filed under section 92, the place specified in the last such notice to be registered by the Registrar.

(3) The registered office of a company, whether as specified in the memorandum or in any notice filed under section 92,

(a) shall be a physical address in the Virgin Islands; and

(b) if the registered office of the company is at the office of its registered agent, that fact shall be stated in the description of the address in the memorandum or in the notice.

91. (1) Subject to subsection (5), a company shall at all times have a registered agent in the Virgin Islands.

(2) Unless the last registered agent of the company has resigned in accordance with section 93 or ceased to be the company’s registered agent in accordance with section 94(3), the registered agent of a company is

(a) the person specified as the company’s first registered agent in the memorandum filed under section 6(1); or

(b) if one or more notices of change of registered agent have been filed under section 92, the person specified as the company’s registered agent in the last such notice to be registered by the Registrar.

(3) No person shall be, or agree to be, the registered agent of a company unless that person

(i) holds a licence under the Company Management Act 1990 or under the Banks and Trust Companies Act 1990; and

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

(4) Subject to section 94(6), a person who contravenes subsection (3) commits an offence and is liable on summary conviction to a fine of $10,000.

(5) A company does not require a registered agent if it is in liquidation within the meaning of section 160 of the Insolvency Act.

(6) A company that does not have a registered agent in contravention of subsection (1) commits an offence and is liable on summary conviction to a fine of $10,000.

92. (1) A resolution to change the location of a company’s registered office or to change a company’s registered agent may be passed

(a) notwithstanding any provision to the contrary in the memorandum or articles, by the members of the company; or

(b) if authorised by the memorandum or articles, by the directors of the company.

(2) A company that wishes to change its registered office or registered agent shall file a notice in the approved form.

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

(4) A notice of change of registered office or registered agent may be filed only by

(a) the registered agent of the company; or

(b) a legal practitioner in the Virgin Islands acting on behalf of the company for the purposes of filing the notice.

(5) For the purposes of subsection (4)(a), in the case of a notice of change of registered agent, “registered agent” means the existing registered agent.

(6) A change of registered office or registered agent takes effect on the registration by the Registrar of the notice filed under subsection (2).

(7) As soon as reasonably practicable after registering a notice of change of registered agent, the Registrar shall send a copy of the notice endorsed by the Registrar with the time and date of registration

(a) to the company’s new registered agent; and

(b) where the notice was filed by a legal practitioner, to the former registered agent.

(8) A change of registered office or registered agent is deemed not to constitute an amendment of the company’s memorandum.

93. (1) A person may resign as the registered agent of a company only in accordance with this section.

(2) A person wishing to resign as the registered agent of a company shall

(a) give not less than ninety days written notice of his intention to resign as registered agent of the company on the date specified in the notice to a person specified in subsection (3);

(b) together with the written notice, provide a list of all approved registered agents in the Virgin Islands with their names and addresses; and

(c) file a copy of the notice and the list of registered agents provided under paragraph (b).

(3) A notice under subsection (2) and a list of approved registered agents shall be sent to a director of the company at the director’s last known address or, if the registered agent is not aware of the identity of any director of the company, to the person from whom the registered agent last received instructions concerning the company.

(4) If a company does not change its registered agent in accordance with section 92 on or before the date specified in the notice given under subsection (2), the registered agent may file a notice of resignation as the company’s registered agent.

(5) Unless the company has previously changed its registered agent, the resignation of a registered agent is effective the day after the notice of resignation is registered by the Registrar.

94. (1) For the purposes of this section, a person ceases to be eligible to act as a registered agent if

(a) the person ceases to hold a licence under the Company Management Act 1990 or the Banks and Trust Companies Act 1990; or

(b) the Commission withdraws its approval for the person to provide registered agent services.

(2) Where a person ceases to be eligible to act as a registered agent, that person shall, with respect to each company of which he was, immediately before ceasing to be eligible to act, the registered agent send to the person specified in subsection (3) (a) a notice

(i) advising the company that he is no longer eligible to be its registered agent,

(ii) advising the company that it must appoint a new registered agent within ninety days of the date of the notice, and

(iii) specifying that on the expiration of the period specified in subparagraph (ii), he will cease to be the registered agent of the company, if the company has not previously changed its registered agent; and

(b) a list of persons who are authorised by the Commission to provide registered agent services.

(3) A notice under subsection (2) and a list of approved registered agents shall be sent to a director of the company at the director’s last known address or, if the registered agent is not aware of the identity of any director of the company, to the person from whom the registered agent last received instructions concerning the company.

(4) A company that receives a notice under subsection (2) shall, within ninety days of the date of the notice, appoint a new registered agent.

(5) A registered agent who contravenes subsection (2) and a company that contravenes subsection (4) commits an offence and is liable on summary conviction to a fine of $10,000.

(6) A person does not commit an offence under section 91(4) by reason only of the fact that

(a) he ceases to be eligible to act as a registered agent; and

(b) after ceasing to be eligible to act, he continues to be the registered agent of a company during the period from the date he ceases to be eligible to act to the date that the company appoints a new registered agent.

95. (1) The Commission shall maintain a Register of Approved Registered Agents in which the following details shall be recorded in respect of each licensed registered agent

(a) the name of the approved registered agent;

(b) the address of the approved registered agent;

(c) the names of the individuals authorised to sign on behalf of any firm or company that is an approved registered agent;

(d) the date when the registered agent

(i) was issued a licence under the Company Management Act, 1990 or the Banks and Trust Companies Act, 1990, and

(ii) obtained the approval of the Commission to provide registered agent services;

(e) in a case where a person ceases to be an approved registered agent,

(i) the date on which the person ceased to be so approved, and

(ii) the reason for his ceasing to be an approved registered agent.

(2) The Regulations may provide for the publication by the Commission of the names of persons who are, from time to time, approved to provide registered agent services.

(3) An approved registered agent shall, forthwith, send notification to the Commission in the approved form of any change in the details kept by the Commission in respect of the registered agent in the Register of Approved Registered Agents and the Commission shall record the change in the Register.

(4) A registered agent who contravenes subsection (3) commits an offence and is liable on summary conviction to a fine of $5,000.