Guidelines in Relation to the use of Restricted Company Names (October 2011)

Summary

These BVI Financial Services Commission guidelines explain the rules restricting the use of certain names and words by companies and businesses registered or licensed in the Virgin Islands, and set out how to apply for the Commission's consent or approval to use such a restricted name. They cover both the sector specific regulatory statutes and the general company registry legislation, and provide the practical application process, including a sample form.

• Banks and Trust Companies Act: Restricts use of terms such as bank, savings, savings and loans, trust, trustee, trust company, trust corporation and fiduciary (and derivatives) to persons licensed under the Act, unless the Commission approves use.
• Company Management Act: Prohibits unlicensed persons from using words or representations suggesting company management business; the Commission generally has no express power to approve exceptions.
• Insurance Act, 2008: Prohibits use of insurance, assurance, underwrite and derivatives, or any suggestion of insurance business, unless licensed or approved by the Commission.
• Securities and Investment Business Act, 2010: Prohibits use of fund, mutual fund and derivatives, or terms suggesting investment or mutual fund business, unless authorised or approved by the Commission.
• BVI Business Companies Act (registry rules): Sets out prescribed name endings (e.g. Limited, Unlimited, SPV, SPC) and restricted words/phrases requiring the Commission's written consent before incorporation, continuation, merger or name change; non-profit companies need authorisation to use a non-standard ending under section 17A.
• Application process: Persons wishing to use a restricted name must submit a formal application (sample Form R803 provided) with sufficient information for the Commission to assess it; approvals may be refused, withdrawn in the public interest, or affected by inaccurate/misleading information or change of circumstance.
• Fees and processing: A fee is payable on application for use of a restricted name, and the guidelines describe how applications are processed and submitted to the Commission.

Acting contrary to the restricted name prohibitions under the Banks and Trust Companies Act, Company Management Act, Insurance Act or Securities and Investment Business Act is an offence, and the Registrar of Corporate Affairs will not incorporate or register a company with a restricted name absent evidence of the Commission's consent or approval.

Key obligations

• Any person wishing to incorporate, register, continue, merge or consolidate a company using a restricted name or word must first obtain the written consent or approval of the Commission.
• Non-profit companies wishing to use a name ending not specified in section 17 of the BVIBCA must obtain the Commission's authorisation before registration.
• Applicants for use of a restricted name must submit a formal application (using the prescribed form) containing sufficient information for the Commission to process it, and pay the applicable fee.
• Persons or companies must not use terms restricted under the Banks and Trust Companies Act (e.g. bank, trust, fiduciary), Insurance Act (e.g. insurance, assurance, underwrite) or Securities and Investment Business Act (e.g. fund, mutual fund) in their name, description or business representations unless licensed or approved.
• Applicants must declare that information and documents submitted with an application are true, accurate and authentic; providing inaccurate or misleading information may result in denial of the application and future applications.
• A person or company must notify or seek fresh approval if there is a change of circumstance affecting a previously granted consent or approval to use a restricted name.

Applies to

banks, trust companies, company managers, insurers, insurance managers, insurance intermediaries, loss adjustors, mutual funds, persons carrying on investment business, BVI business companies, non-profit companies, segregated portfolio companies, restricted purposes companies

Deadlines

• 17 October 2011: Commencement date of the Guidelines.