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What is the difference between an Authorised Signatory and a Staff User in VIRRGIN?

Authorised Signatories must be created by the FSC and are the only users allowed to submit filings that require payment. Staff users are created by the agent at their office once they have access to VIRRGIN. Staff users can submit filings that do not require payment and prepare individual or batch transactions for approval by the Authorised Signatory.

How can I amend a name reservation?

Existing name reservations can be amended in the following ways prior to submission of the incorporation

  1. Change in case for each word
  2. Addition of the letter S to any word
  3. Addition of spaces
  4. Addition of punctuation (for example: “&”, “,”, “-“ etc)

For major changes to an existing name reservation we suggest that you request immediate expiration of the name ( and upon receipt of the expiration confirmation re-reserve the name as required.

If a company was struck off the Register, and remained struck off on 1 January, 2009, was it automatically be re-registered?

No. Only companies on the Register on 1 January, 2009 were re-registered. If the company is restored and all outstanding fees are paid, it will then deem to have been re-registered on 1 January, 2009


What is the effect of transitional provisions in an enactment? How do they relate to the other provisions in the same enactment?

Essentially, transitional provisions in an enactment (principal or subsidiary) outline precisely when and how specified operative parts in the enactment are to take effect. They are designed to facilitate a transition from an existing regime to a new regime.

As Thornton (in his book titled “Legislative Drafting”) outlines, “The function of a transitional provision is to make special provision for the application of legislation to the circumstances which exist at the time when that legislation comes into force”. Transitional provisions in an enactment therefore give effect to existing scenarios/matters by outlining how (and when) they should be treated and modify the application of the substantive provisions in the enactment. They must therefore not be read in isolation and, unless they are specifically excluded with respect to existing scenarios/matters, they must be given effect.

Section 248 of the BVI Business Companies Act, 2004, (“BVIBCA”) specifically provides that “the transitional provisions set out in Schedule 2 apply” and that Schedule has the heading “Transitional Provisions”. The effect of the Schedule is to outline how companies under the old regimes (CapCo and IBC) would be treated or transitioned into the BVIBCA and, unless otherwise specifically excluded, the transitional provisions apply to those companies and matters relative to them to the exclusion of any other provision in the Act. Division 5 of Part IV of Schedule 2 of the Act is headed “Bearer Shares in Grandfathered Bearer Share Companies” and thus all bearer shares within the scope of a company which qualifies as a grandfathered bearer share company would fall to be treated in accordance with the terms of that Division as opposed to any other provision of the Act (unless specifically stated otherwise).

Consequently, a grandfathered bearer share company whose memorandum is amended by virtue of the operation of law in accordance with the terms of paragraph 34A (1) of Division 5 of Part IV of Schedule 2 would effectively have its bearer shares disabled (unless “revived” by a court order under paragraph 35 (4)). Indeed paragraph 35 outlines how an existing bearer share of a grandfathered bearer share company is to be treated and the consequences flowing therefrom.

In this context, the provisions of sections 38 (2) and Division 5 of Part III of the Act relate only to bearer shares that are not the subject of transition; they cannot be read to override the transitional provisions relative to bearer shares in a grandfathered bearer share company. To read this subject differently would be negating the purpose and effect of the transitional provisions and the whole purpose and intent of a transitional provision in an enactment.

Is it a requirement that the Commission’s approval be sought for the use of the word “fund” or a derivative thereof prior to the entity being incorporated?

Yes. An entity that intends to use the word “fund” or a derivative thereof in its name is required to seek the Commission’s approval prior to incorporation. However, the Commission has streamlined its procedures to facilitate the approval process. Accordingly, where an entity upon incorporation intends to make an application for licensing, recognition or registration under SIBA, the entity may provide a written undertaking to the Registrar of Corporate Affairs (on making the application for incorporation) stating that upon incorporation, it will make an application for recognition, registration or licensing under SIBA. The undertaking will avoid the need for a separate application for approval to use the “fund” and facilitate the timely incorporation of the entity.

Are there legislative provision for re-domiciliation in and out of the Virgin Islands?

The BVI Business Companies Act, 2004 contains provisions for domiciliation/re-domiciliation to and from the Virgin Islands (BVI). If the new insurer (seeking re-domiciliation to the Virgin Islands) desires to use the same name (as currently used in the foreign jurisdiction if it is available) an application must be made to the BVI FSC for name approval. An application would also be required to be submitted for approval to carry-on insurance business in or from within the BVI.

What are the capital adequacy guidelines for Trust Licence holders?

Under the Banks and Trust Companies Act, 1990 General Trust Licence holders are required to have a minimum fully paid up capital of two hundred and fifty thousand dollars (US$250,000) or its equivalent in foreign currencies, or such sum as the Commission, by order determines, and has deposited or invested a sum of money as may be specified by the Commission but not to exceed $100,000.

Applicants for a Restricted Trust Licence are not subject to capital requirements.

What are the licensing requirements for a bank?

The legal requirement for obtaining a banking licence in the Virgin Islands is governed by the Banks and Trust Companies Act, 1990. Section 3 of this Act provides that no person or company incorporated in the Virgin Islands shall carry on banking business from within the Virgin Islands, unless that person or company has obtained a licence under this Act. Further, section 4(4) of this Act states: "If the Commission is satisfied that an application to carry on banking business is not against the public interest and that the applicant is a person qualified to carry on banking business, it may grant the application and issue to the applicant a licence subject to such terms and conditions as it thinks fit."