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BVI Business Companies Act, 2004

SCHEDULE 2

Transitional Provisions

...

PART II

APPLICATIONS TO RE-REGISTER FORMER ACT COMPANIES

Application by former Act company to re-register under this Act.

2. (1) A former Act company that, at the date of the application, is on the appropriate Register maintained under the Companies Act or the International Business Companies Act, may at any time during the transition period apply to the Registrar to re-register as a company under this Act.

(2) An application filed with the Registrar by a former Act company for reregistration as a company shall

(a) be, and contain the information specified, in the approved form; and

(b) be accompanied by

(i) a memorandum that, subject to subparagraphs (3), (4) and (5), complies with section 9 and by articles complying with this Act (“the new memorandum and articles”),

(ii) a document in the approved form signed by the registered agent signifying his consent to act as the registered agent of the company on its re-registration, and

(iii) such other documents as may be prescribed.

(3) The memorandum and articles filed under subparagraph (2) shall be signed by the registered agent as the applicant to re-register.

(4) In addition to the matters required under section 9, the memorandum filed under subparagraph (2) shall state

(a) the date that the company was first incorporated and, if appropriate, the date with effect from which it was continued under the International Business Companies Act;

(b) whether, immediately prior to its re-registration under this Act, it was governed by the Companies Act or by the International Business Companies Act.

(5) The memorandum filed under subparagraph (2) shall state the registered office and registered agent of the company at the time of the application to reregister under this paragraph.

(6) Subject to subparagraph (7), an application to re-register under this paragraph shall be authorised, and the new memorandum and articles shall be approved, by

(a) a resolution of the members of the company; or

(b) unless the original memorandum or articles provide otherwise, by a resolution of directors.

(7) The directors of a company shall not have any power to approve the new memorandum and articles to the extent that they amend the memorandum and articles of the company in effect at the date of the application (“the original memorandum and articles”), unless the directors would otherwise be authorised to make amendments having the same effect to the original memorandum and articles.

Re-registration by the Registrar.

3. (1) If he is satisfied that the requirements of this Act in respect of reregistration have been complied with, the Registrar shall, upon receipt of an application and the other documents specified in paragraphs 2

(a) register the documents;

(b) allot a unique number to the company; and

(c) issue a certificate of re-registration to the company in the approved form.

(2) Subject to subparagraph (3), a certificate of re-registration is conclusive evidence that

(a) all the requirements of this Schedule as to re-registration have been complied with; and

(b) the company is re-registered under this Act on the date specified in the certificate of re-registration.

(3) The unique number allotted to a company under subparagraph (1) may be the number previously allocated by the Registrar to the company as a former Act company.

(4) Except as otherwise provided in this Act, a company that is re-registered under this Part shall be subject to this Act as if it was a company incorporated under this Act and the transitional provisions specified in Part IV of this Schedule do not apply to such a company.