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BVI Business Companies Act, 2004

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

Division 1 - General

33. A share in a company is personal property.

34. (1) Subject to subsection (2), a share in a company confers on the holder

(a) the right to one vote at a meeting of the members of the company or on any resolution of the members of the company;

(b) the right to an equal share in any dividend paid in accordance with this Act; and

(c) the right to an equal share in the distribution of the surplus assets of the company.

(2) Where expressly authorised by its memorandum in accordance with section 9(1)(e), a company

(a) may issue more than one class of shares; and

(b) may issue shares subject to terms that negate, modify or add to the rights specified in subsection (1).

35. Subject to its memorandum and articles, a company may issue a class of shares in one or more series, with each share in the series having the rights, privileges, restrictions and conditions for that series as specified in the memorandum of the company, provided that each share in the series shall have the same rights, privileges, restrictions and conditions as all other shares in the same class.

36. (1) Without limiting section 34(2)(b), shares in a company may

(a) be redeemable;

(b) confer no rights, or preferential rights, to distributions;

(c) confer special, limited or conditional rights, including voting rights;

(d) confer no voting rights;

(e) participate only in certain assets of the company.

(2) Subject to its memorandum and articles, a company may issue bonus shares, partly paid shares and nil paid shares.

37. (1) Subject to the memorandum and articles of a company,

(a) a share may be issued with or without a par value; and

(b) a share with a par value may be issued in any currency.

(2) The par value of a par value share may be a fraction of the smallest denomination of the currency in which it is issued.

38. (1) Unless expressly authorised to do so by its memorandum in accordance with section 9(2)(b), a company has no power to, and shall not,

(a) issue a bearer share;

(b) convert a registered share to a bearer share; or

(c) exchange a registered share for a bearer share.

(2) Notwithstanding any provision to the contrary in its memorandum or articles, a company may, at any time, convert a bearer share to a registered share or exchange a bearer share for a registered share.

(3) A segregated portfolio company has no power to, and shall not,

(a) issue a bearer share;

(b) convert a registered share to a bearer share; or

(c) exchange a registered share for a bearer share.

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

39. (1) Subject to its memorandum and articles, a company may issue fractional shares.

(2) Subject to its memorandum and articles, a fractional share in a company has the corresponding fractional rights, obligations and liabilities of a whole share of the same class.

40. (1) Where the memorandum of a company is amended to change the maximum number of shares that the company is authorised to issue, the company shall, together with the notice of amendment of its memorandum or the restated memorandum filed under section 13(1), file a notice in the approved form.

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

40A. (1) Subject to its memorandum and articles, a company may

(a) divide its shares, including issued shares, into a larger number of shares; or

(b) combine its shares, including issued shares, into a smaller number of shares.

(2) A division or combination of shares, including issued shares, of a class or series shall be for a larger or smaller number, as the case may be, of shares in the same class or series.

(3) A company shall not divide its shares under subsection (1)(a) or (2) if it would cause the maximum number of shares that the company is authorised to issue by its memorandum to be exceeded.

(4) Where shares are divided or combined under this section, the aggregate par value of the new shares must be equal to the aggregate par value of the original shares.

41. (1) A company shall keep a register of members containing, as appropriate for the company,

(a) the names and addresses of the persons who hold registered shares in the company;

(b) the number of each class and series of registered shares held by each shareholder;

(c) in the case of a shareholder who holds bearer shares, the total number of each class and series of bearer shares held;

(d) with respect to each bearer share certificate issued by the company,

(i) the identifying number of the certificate,

(ii) the number of each class or series of bearer shares specified in the certificate,

(iii) the date of issue of the certificate, and

(iv) the name and address of the custodian of the certificate;

(e) the names and addresses of the persons who are guarantee members of the company;

(f) the names and addresses of the persons who are unlimited members;

(g) the date on which the name of each member was entered in the register of members; and

(h) the date on which any person ceased to be a member.

(2) The register of members may be in such form as the directors may approve but if it is in magnetic, electronic or other data storage form, the company must be able to produce legible evidence of its contents.

(3) (Repealed)

(4) The Regulations may provide for the circumstances in which information relating to persons who are no longer members of a company, and to bearer shares that have been cancelled, may be deleted from the register of members.

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

42. (1) The entry of the name of a person in the register of members as a holder of a share in a company is prima facie evidence that legal title in the share vests in that person.

(2) A company may treat the holder of a registered share as the only person entitled to

(a) exercise any voting rights attaching to the share;

(b) receive notices;

(c) receive a distribution in respect of the share; and

(d) exercise other rights and powers attaching to the share.

43. (1) If

(a) information that is required to be entered in the register of members under section 41 is omitted from the register or inaccurately entered in the register; or

(b) there is unreasonable delay in entering the information in the register;

a member of the company, or any person who is aggrieved by the omission, inaccuracy or delay, may apply to the Court for an order that the register be rectified, and the Court may either refuse the application, with or without costs to be paid by the applicant, or order the rectification of the register, and may direct the company to pay all costs of the application and any damages the applicant may have sustained.

(2) The Court may, in any proceedings under subsection (1), determine any question relating to the right of a person who is a party to the proceedings to have his name entered in or omitted from the register of members, whether the question arises between

(a) two or more members or alleged members; or

(b) between members or alleged members and the company;

and generally the Court may, in the proceedings, determine any question that may be necessary or expedient to be determined for the rectification of the register of members.

44. (1) A company shall state in its articles the circumstances in which share certificates shall be issued.

(2) If a company issues share certificates, the certificates

(a) shall be signed by at least one director of the company or by such other person who may be authorised by the memorandum or articles to sign share certificates; or

(b) shall be under the common seal of the company, with or without the signature of any director of the company;

and the articles may provide for the signatures or common seal to be facsimiles.