BVI公司法全文(英文版)

VIRGIN ISLANDSNO. 16 OF 2004THE BVI BUSINESS COMPANIES ACT, 2004中瑞国际企业全方位解决方案提供商 专业提供企业注册、管理、策划、上市、开户、做账、报税、审计、年检、年审、年报、配对、报关、更名、代名、培训、认证、代理、加盟、合作、商标、专利、书号、刊号、公证、融资、重组、并购、包装、签证、投资、移民等一站式顾问服务。全面为中小企业树立国际形象，创立国际品牌，为企业拓展国际市场提供操作平台。为了令客商迅速了解中瑞国际所提供的服务，中瑞国际对每一项服务撰写、提供说明书。中瑞国际已致力确保说明书内容的正确性，如有错漏，中瑞国际不承担任何责任。此资料属中瑞国际所有，如有引载，请注明出处。中瑞国际对此说明书保留最终解释权。如有任何疑问，欢迎随时垂询400-889-7020，深圳0755-作进一步咨询。NO. 16 OF 2004VIRGIN ISLANDSBVI BUSINESS COMPANIES ACT, 2004ARRANGEMENT OF SECTIONSSectionPART IPRELIMINARY PROVISIONS..5.16.Short title and commencement.Interpretation.Meaning of “company” and “foreign company”.Meaning of “subsidiary” and “holding company”.PART IIINCORPORATION, CAPACITY AND POWERSDivision 1 - IncorporationTypes of company.Application to incorporate a company.Incorporation of a company.Registration of company as restricted purposes company.Division 2 Memorandum and ArticlesMemorandum.Additional matters to be stated in memorandum of restricted purposes company.Effect of memorandum and articles.Amendment of memorandum and articles.Filing of notice of amendment of memorandum or articles.Amendment of memorandum with respect to restricted purposes.Restated memorandum or articles.Provision of copies of memorandum and articles to members.-2-Division 3 Company Names4.Required part of company name.Restrictions on company names.Company number as company name.Foreign character name.Company may change name.Registrar may direct change of name.Effect of change of name.Re-use of company names.Reservation of name.Use of company name.Division 4 Capacity and PowersSeparate legal personality.Capacity and powers.Validity of acts of company.Personal liability.Dealings between company and other persons.Constructive notice.PART IIISHARESDivision 1 - GeneralLegal nature of shares.Rights attaching to shares and classes of shares.Series of shares.Types of shares.Par value and no par value shares.Bearer shares.Fractional shares.Change in number of shares company authorised to issue.Register of members.Register of members as evidence of legal title.Rectification of register of members.Share certificates.-3-Division 2 - Issue of Shares5.76.77.Issue of shares.Pre-emptive rights.Consideration for shares.Shares issued for consideration other than money.Consent to issue of shares.Time of issue.Forfeiture of shares.Division 3 - Transfer of SharesTransferability of shares.Transfer of shares by operation of law.Method of transfer of registered share.Transfer of bearer share.Division 4 - DistributionsMeaning of solvency test and distribution.Distributions.Recovery of distribution made when company did not satisfy solvency test.Company may acquire its own shares.Process for acquisition of own shares.Offer to one or more shareholders.Shares redeemed otherwise than at option of company.Acquisitions deemed not to be a distribution.Treasury shares.Reissue of treasury shares.Mortgages and charges of shares.Division 5 - Immobilisation of Bearer SharesInterpretation for this Division.Meaning of disabled bearer share.Issue of bearer shares and conversion of registered shares.Bearer shares not held by custodian disabled.Information concerning beneficial owner of bearer share.Duties of authorised custodian holding bearer share.Transfer of bearer shares.Procedure on a person ceasing to be a custodian.Transfer of beneficial ownership of, or interest in, bearer share.Notification of person having right to entitlements carried by bearer share.Regulations.-4-PART IVMEMBERS02.103.Meaning of “shareholder” and “guarantee member”.Company to have one or more members.Liability of members.Members resolutions.Meetings of members.Notice of meetings of members.Quorum for meetings of members.Voting trusts.Court may call meeting of members.Proceedings at meetings of members.Written resolutions.Service of notice on members.PART VCOMPANY ADMINISTRATIONDivision 1 Registered Office and Registered AgentRegistered office.Registered agent.Change of registered office or registered agent.Resignation of registered agent.Registered agent ceasing to be eligible to act.Register of Approved Registered Agents.Division 2 Company RecordsDocuments to be kept at office of registered agent.Other records to be maintained by company.Financial records.Form of records.Inspection of records.Service of process, etc. on company.Books, records and common seal.Division 3 - General ProvisionsContracts generally.-5-028.129.130.Contracts before incorporation.Notes and bills of exchange.Power of attorney.Authentication or attestation.Company without members.PART VIDIRECTORSDivision 1 Management by DirectorsManagement by directors.Committees of directors.Division 2 Appointment, Removal and Resignation of DirectorsPersons disqualified for appointment as director.Consent to act as director.Appointment of directors.Removal of directors.Resignation of director.Liability of former directors.Validity of acts of director.Register of directors.Emoluments of directors.Division 3 - Duties of Directors and ConflictsDuties of directors.Powers to be exercised for proper purpose.Standard of care.Reliance on records and reports.Disclosure of interest.Avoidance by company of transactions in which director is interested.Division 4 Proceedings of Directors and Miscellaneous ProvisionsMeetings of directors.Notice of meeting of directors.Quorum for meetings of directors.Consents of directors.Alternates for directors.-6-131.132.133.Agents.Indemnification.Insurance.PART VIISEGREGATED PORTFOLIOCOMPANIESDivision 1 Approval and Registration37.Interpretation for this Part.Incorporation or registration as segregated portfolio company.Application for approval of Commission.Commission may approve application.Division 2 - Attributes and Requirements of Segregated Portfolio Companies47.148.149.Segregated portfolios.Segregated portfolio shares.General shares.Segregated portfolio distributions and dividends.Company to act on behalf of portfolios.Assets.Creditors of a segregated portfolio company.Segregation of assets.Segregation of liabilities.General liabilities and assets.Financial statements.Transfer of segregated portfolio assets from segregated portfolio company.Division 3 Liquidation, Portfolio Liquidation Orders and Administration56.157.158.Meaning of “liquidator”.Liquidation of segregated portfolio company.Portfolio liquidation orders.Application for portfolio liquidation order.Conduct of portfolio liquidation.Distribution of segregated portfolio assets.Discharge and variation of portfolio liquidation orders.Remuneration of portfolio liquidator.Administration of segregated portfolio under Insolvency Act.-7-Division 4 General Provisions159.Regulations.PART VIIIREGISTRATION OF CHARGES84.Interpretation for this Part.Creation of charges by a company.Company to keep register of charges.Registration of charges.Variation of registered charge.Charge ceasing to affect companys property.Priority of relevant charges.Priority of other charges.Exceptions to sections 166 and 167.PART IXMERGER, CONSOLIDATION, SALE OF ASSETS, FORCEDREDEMPTIONS, ARRANGEMENTS AND DISSENTERSInterpretation for purposes of this Part.Approval of merger and consolidation.Registration of merger and consolidation.Merger with subsidiary.Effect of merger or consolidation.Merger or consolidation with foreign company.Disposition of assets.Redemption of minority shares.Arrangements.Arrangement where company in voluntary liquidation.Rights of dissenters.PART XCONTINUATIONForeign company may continue under this Act.Application to continue under this Act.Continuation.Effect of continuation.Continuation under foreign law.-8-PART XIFOREIGN COMPANIES00009.210.211.Meaning of “carrying on business”.Registration of foreign company.Registration.Registration of changes in particulars.Foreign company to have registered agent.Control over names of foreign companies.Use of name by foreign company.Annual return.Foreign company ceasing to carry on business in the Virgin Islands.Service of documents on a foreign company registered under this Part.Validity of transactions not affected.Transitional provisions for this Part.PART XIILIQUIDATION, STRIKING-OFF AND DISSOLUTIONDivision 1 - LiquidationApplication of this Part.Declaration of solvency.Appointment of liquidator.Appointment of voluntary liquidator of long term insurance company orother regulated person.Control of voluntary liquidation of regulated person.Duration of liquidation.Circumstances in which liquidator may not be appointed.Notice and advertisement of liquidation.Effect of appointment of voluntary liquidator.Duties of voluntary liquidator.Powers of voluntary liquidator.Completion of liquidation.Division 2 Liquidation where Company InsolventCompany in voluntary liquidation unable to pay its debts.Liquidator to call meeting of creditors.Insolvency Act to apply.-9-Division 3 Striking Off and Dissolution42.243.Interpretation for this Division.Striking company off Register.Appeal.Effect of striking off.Dissolution of company struck off the Register.Restoration of name of company to Register by Registrar.Restoration of name to Register by Court.Appointment of Official Receiver as liquidator of company struck off.Property of dissolved company.Disclaimer.PART XIIIINVESTIGATION OF COMPANIESDefinition of “inspector”.Investigation order.Courts powers.Inspectors powers.Hearing in camera.Incriminating evidence.Absolute privilege.PART XIVADMINISTRATION AND GENERALRegistrar of Corporate Affairs.Registers.Optional registration of registers of members and directors.Filing of documents.Inspection of Registers and documents filed.Form of certificate.Certificate of good standing.Fees and penalties to be paid to Registrar.Recovery of penalties, etc.Company struck off liable for fees, etc.Fees payable to Registrar.Companies Regulations.Approval of forms by Commission.Exemptions from tax.Offence provisions.- 10 -PART XVTRANSITIONAL AND MISCELLANEOUS PROVISIONS50.251.Limited Liability Companies.Jurisdiction.Declaration by Court.Judge in Chambers.Transitional provisions.Amendment of Schedules.Repeals and amendments.Act binding on Crown.SCHEDULES1.2.3.Fees and PenaltiesTransitional ProvisionsRepeals and Amendments- 11 -No. 16 of 2004BVI Business CompaniesVirgin IslandsAct 2004I AssentTHOMAS MACANGovernor24th December, 2004VIRGIN ISLANDSNO. 16 of 2004An Act to provide for the incorporation, management and operation of different typesof companies, for the relationships between companies and their directors andmembers and to provide for connected and consequential matters.Gazetted 29th December, 2004ENACTED by the Legislature of the Virgin Islands as follows:PART IPRELIMINARY PROVISIONSShort title andcommencement.Interpretation.1.2.(1) This Act may be cited as the BVI Business Companies Act, 2004.(2) The provisions of this Act come into operation on 1st January 2005.In this Act, unless the context otherwise requires,“approved form” means a form approved by the Commission inaccordance with section 241;“articles” means the original, amended or restated articles of associationof a company;- 12 -“asset” includes money, goods, things in action, land and everydescription of property wherever situated and obligations and everydescription of interest, whether present or future or vested orcontingent, arising out of, or incidental to, property;“bearer share” means a share represented by a certificate which statesthat the bearer of the certificate is the owner of the share andincludes a share warrant to bearer;“board”, in relation to a company, means(a)the board of directors, committee of management, council orother governing authority of the company, or(b) if the company has only one director, that director;“class”, in relation to shares, means a class of shares each of which hasthe rights, privileges, limitations and conditions specified for thatclass in the memorandum;“Commission” means the Financial Services Commission establishedunder the Financial Services Commission Act, 2001;“company” has the meaning specified in section 3(1);“company number” means the number allotted to the company by theRegistrarNo. 12 of 2001(a)on its incorporation under section 7(1),(b) on its continuation under section 182, or(c)on its re-registration under Schedule 2;Schedule 2“continued” means continued under section 182;“Court” means the High Court;“custodian” has the meaning specified in section 67;“director”, in relation to a company, a foreign company and any otherbody corporate, includes a person occupying or acting in the positionof director by whatever name called;“distribution” has the meaning specified in section 56;- 13 -“document” means a document in any form and includes(a)any writing or printing on any material,(b) any record of information or data, however compiled, andwhether stored in paper, electronic, magnetic or any non-paperbased form and any storage medium or device, including discsand tapes,(c)books and drawings, and(d) a photograph, film, tape, negative, facsimile or other mediumin which one or more visual images are embodied so as to becapable (with or without the aid of equipment) of beingreproduced,and without limiting the generality of the foregoing, includes anycourt application, order and other legal process and any notice;“dollar” or “$” means the lawful currency for the time being of theUnited States of America;“file”, in relation to a document, means to file the document with theRegistrar;“foreign company” has the meaning specified in section 3(2);Cap. 285Cap. 291No. 5 of 2003“former Act” means the Companies Act or the International BusinessCompanies Act;“former Act company” means a company incorporated, continued orregistered under a former Act, but excludes a company incorporatedoutside the Virgin Islands registered under Part IX of the CompaniesAct;“guarantee member” has the meaning specified in section 78;“Insolvency Act liquidator” means a liquidator appointed under theInsolvency Act;“limited company” means a company of a type specified in section 5(a),(b) or (c);“member”, in relation to a company, means a person who is(a)a shareholder,- 14 -(b) a guarantee member, or(c)a member of an unlimited company who is not a shareholder;“memorandum” means the original, amended or restated memorandumof association of a company;“Official Receiver” means the Official Receiver appointed under section488 of the Insolvency Act;“prescribed” means prescribed by the Regulations;“register”, in relation to an act done by the Registrar, means to register inthe Register of Companies, the Register of Foreign Companies or theRegister of Charges, as appropriate;“Register of Charges” means the Register