Amendments to the BVI Business Companies Act 2012: shares and shareholders

07.08.2012 It was already mentioned earlier that in July 2012 the amendments to the BVI Business Companies Act 2004 for example, amendments to the regulation of the legal address of the company and the agent and reuse of company names. In addition, you should pay attention to the amendment, which relates to shares and shareholders. In particular, sec. 26b of BVI Business Companies (Amendment) Act, 2012 clarifies the issue of how to transfer one class of shares to another and introduces the ability to send notices by mail. Sec. 43b and sec. 64 of the aforementioned Act have also made important addition - the court is entitled to cancel the actions that were committed in violation of the BVI Business Companies Act 2004 and the Articles of Association. We are talking about violations related to the definition of financial instruments segregated portfolio holders in companies with separate portfolios.

Expert’s opinion

Changeover to the possibility to notify by mail is a global trend. Essentially this is a positive change because it allows firstly saving your time, secondly to it is very convenient and thirdly allows observing the timings of the notification and procedural deadlines for appeals of such notices. The only problem is connected now with this method of notification is it's abuse by unscrupulous recipients, who in the course of the trial may simply declare that they haв been received no notification. The solution is to store e-mails in hard copy or take screenshots - such evidences the court is possible.
As for segregated portfolios important changes have been made. Now there are number of duties for directors of companies that own segregated portfolios relating to the notice of such segregated portfolio holders about changes to the definition of financial instruments. Now, the director shall give notice of any changes in the portfolios of all persons who have contributed to it. In addition, shareholders have the opportunity to litigate  in court about changes in the composition of segregated portfolios within a period not exceeding 30 days from receipt of such notice from the director. This is extremely important, such a legislative innovation amplifies the rights of shareholders, gives them additional legal guarantees of their rights to the assets of the company. It should be noted that the July amendments to the BVI Business Companies Act significantly increase the confidence of the shareholders of their rights, take control under the nominal services. Amendments have been made in the Act is very broad, but do not be afraid of them, in any situation, our experts can find a right solution for you.

On the basis: http://www.bvifsc.vg/

Mikhno Alexandra ( the paralegal of Moscow office of Honest & Bright)