BVI Companies: Documents and Information 'ready-reckoner'.

One question that often arises in practice is how to obtain documents and information about BVI companies. It is actually much easier to obtain information and documents than most clients think. Here is a summary.

Company Search

Search reports for a BVI company will return the following information:

·??????Company name;

·??????Company number;

·??????Company type;

·??????Certificate of incorporation;

·??????Status i.e. active or dissolved;

·??????Name and address of registered agent;

·??????Registered office address;

·??????Share/capital information;

·??????Previous names;

·??????Names of current directors;

·??????Memorandum and articles of association;

·??????Certificate history;

·??????Transaction history;

·??????Register of directors (if filed);

·??????Register of members (if filed); and

·??????Register of charges (if filed).

Limited Partnership Search

Search reports for BVI LPs will return the following information:

·??????LP name;

·??????LP number;

·??????Status description;

·??????Date of formation;

·??????Name and address of registered agent;

·??????Registered office address;

·??????Previous name history;

·??????Transaction history; and

·??????Certificate history.

Inspection of Registers and Documents

Subject to the BVI Business Companies Act and its regulations, it is possible to inspect any of the following registers or documents maintained or retained by the Registrar of Corporate Affairs:

·??????Register of Companies;

·??????Register of Foreign Companies;

·??????Register of Charges;

·??????Register of Persons with Significant Control (if regulations enacted);

·??????Qualifying documents or information filed or provided for a period of at least five years from the date of dissolution of a company.

It is also possible to inspect certified or uncertified copies of or extracts from certificates of incorporation, restoration, merger, consolidation, arrangement, continuation, discontinuance, dissolution or good standing.

Directors

On giving reasonable notice, directors may inspect or make copies of, or take extracts from a company’s books and records.

Shareholders

On giving reasonable notice, shareholders can inspect, make copies of, or take extracts from:

·??????The memorandum and articles of association;

·??????The register of directors;

·??????The register of shareholders; and

·??????Minutes of meetings, or resolutions, of shareholders, or any class of shareholders of which the shareholder is a member.

Subject to the company’s memorandum and articles of association, the directors can refuse to allow a shareholder to inspect or take copies or extracts from these documents if they do not believe it is in the company’s best interests. The shareholder has a statutory right to apply to the High Court to challenge any such exercise of the directors’ discretion.

Disclosure

Company documents, including legal advice regarding the company’s business and affairs, do not attract privilege and must be disclosed if they are relevant to disputed issues in litigation.

Regulated Entities

Information regarding entities regulated by the BVI Financial Services Commission is available through the Financial Services Commission website, although it is not always current, including lists of regulated banks, fiduciary services companies, insurers, insurance brokers, accountancy firms, law firms, insolvency practitioners, mutual funds and registered agents.

Court Searches

It is possible to undertake a search of the High Court cause list to determine whether a company is a party to litigation (including winding up proceedings) before the High Court or the Court of Appeal.

Court Documents

Members of the public can obtain access to and obtain copies of the following documents on the Court file, on payment of a fee: (i) a Claim Form; (ii) a Notice of Appeal; and (iii) a judgment or order made in Court. It is possible to obtain a copy of any other document on the Court file with the leave of the Court.

Advisory Warnings and Public Statements

Advisory warnings and public statements are issued by the Financial Services Commission to warn of companies not registered in the BVI or entities not licensed to carry on financial services business in the BVI, as well as other issues of public importance.

The BVI Land Registry

The Land Registry can, on application, provide certain information, including confirmation of the ownership of BVI land and real estate.

Shipping Registry

It is possible to obtain information regarding vessels registered under a BVI flag from the Shipping Registry.

The Official BVI Gazette

It is possible to search the Official BVI Gazette for government, statutory, liquidation and other notices.

Disqualified Directors

The Registrar of Corporate Affairs is required to maintain a list of disqualified directors in the Register of Disqualification Orders and Undertakings. The register is open to inspection on the payment of a fee.

Norwich Pharmacal Orders

Where a company or its registered agent is innocently involved in wrongdoing, it is possible to make an application to the High Court for a disclosure order, requiring the company or its registered agent to deliver up documents and information to assist the applicant to bring proceedings against the wrongdoer.

Winding Up a BVI Company

BVI companies can be wound up where they are insolvent or when the Court is persuaded that it is just and equitable to wind them up. The subsequently appointed liquidator is an agent of the company and entitled to see and call for all of the company’s documents and information, including legal advice.

Inspectors

It is possible for a member (or the Registrar of Companies) to make an application to the High Court for the appointment of an inspector of a BVI company where (a) the business of the company or any of its affiliates has been carried on with the intent to defraud any person; (b) the company or any of its affiliates was formed for fraudulent or unlawful purposes; or (c) where persons concerned with the incorporation, business or affairs of the company or any of its affiliates have acted fraudulently or dishonestly. The inspector has the powers set out in the order appointing him or her, including an order requiring persons to produce documents.

Please do not hesitate to contact us if you believe we can assist in recovering documents and information about a BVI company, or otherwise.