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FAQs
How do I file a BC complaint Memorandum & Articles?
Use Form R205 and submit the documents stated on page 2 of that form. Refer to the BVI Business Companies (Amendment of Schedules) Order, 2006 for requirements for M&A.
What should the subscriber's clause state?
The Act does not specify this, but requires that the Memorandum & Articles be signed by the Registered Agent as registered Agent.
Will an automatically re-registered company keep the same number as an IBC?
Unless there are good reasons for the contrary, the company number will remain the same. See paragraph 7(2) of Schedule 2.
How can I apply for a Certificate of Re-registration for a company that is automatically re-registered?
Apply using Form R805
Can an automatically re-registered company file an amendment and keep the same Memorandum & Articles that it had an IBC?
Yes it can. The transitional provisions allow for this.
If an automatically re-registered company is filing an amendment to prohibit the issuance bearer shares, is a declaration required?
Yes this requirement was carried forward to the BVIBC Act.
When filing amendments for an automatically re-registered company how do you file the documents?
Refer to company as a BVI Business Company with the existing number and BC approved forms should be used.
How do you submit final notice documents for an automatically re-registered company that began its winding-up procedures under the IBC Act?
Schedule II, Part VII, paragraph 55 of the BVI Business Companies Act states that Part 1X of the IBC continues to apply in this case. Once the dissolution process started under the IBC Act, it should continue pursuant to Part 1X of the IBC Act.
How do we discharge a charge that was filed under the IBC Act?
Under Schedule II, Part V, paragraph 38(2) of the BVI Business Companies Act, a company that is re-registered under Part II or III may apply to register a charge that was created prior to the company's re-registration. Where the charge no longer affects the company's property, the company may file a notice under section 165 of the BVI Business Companies Act. Once a notice is duly filed, a certificate is issued by the Registrar indicating the date and time on which the notice was filed.
Did the company numbers change?
All companies that were automatically re-registered will now have the number 700,000 appended to their original company number. For example company number 1 was changed to company number 700,001, company number 567 was changed to company number 700,567, etc.
