BVI Business Companies Regulations (Revised 2020)

Summary

This regulation implements the BVI Business Companies Act by setting out detailed rules on company naming (including foreign character names and re-use of former company names), voluntary liquidation appointments, Registrar and Commission administrative functions, and the procedures of the Company Law Review Advisory Committee. It applies to companies incorporated or continued under the Act, foreign companies registering in the BVI, registered agents, legal practitioners filing on behalf of companies, and individuals seeking appointment as voluntary liquidators.

• Company names: Names must use only permitted characters (up to 100), and names in a foreign language, or including restricted words/phrases, require a certified translation or the Commission's written approval respectively.
• Foreign character names: Companies may register an additional foreign character name; the Registrar can direct a company to change a non compliant foreign character name within a notice period of not less than 14 days, and deregistration triggers a 14 day filing requirement to amend the memorandum and articles.
• Re-use of company names: Detailed rules restrict when a name of a changed, dissolved, discontinued or insolvent company may be reused by another company, generally after waiting periods of 3 or 7 years, subject to exceptions for affiliates or genuine business sales, and names of insolvent companies may only be reused with liquidator/receiver consent to a sale or leave of the Court.
• Voluntary liquidation: Individuals appointed as voluntary liquidator on or after 15 October 2012 must not be disqualified persons and must be a licensed insolvency practitioner; liquidators must advertise notice of appointment.
• Registrar and Commission functions: Provisions cover publication of approved agents and forms, maintenance of the register of charges, issuance of certificates of good standing, and restrictions on filings made by legal practitioners.
• Company Law Review Advisory Committee: Schedule 2 sets out meeting notice, quorum, voting and secretarial procedures for this advisory body, including a requirement to circulate meeting minutes within 14 days.

The regulation is administrative and procedural in nature, translating statutory provisions of the BVI Business Companies Act and Insolvency Act into operational filing, naming and liquidation requirements administered by the Registrar and the Financial Services Commission.

Key obligations

• A company proposing a name in a language other than English must file a certified translation of the name with its application.
• A company proposing to use a restricted word, phrase or abbreviation in its name must obtain and file the Commission's written approval.
• A company directed by the Registrar to change a non compliant foreign character name must apply to change it to an approved name on or before the date specified in the notice, which must be at least 14 days after the notice.
• A company whose foreign character name is deregistered by the Registrar must, within 14 days of the certificate of change of name, file a notice of amendment or restated memorandum and articles removing references to the foreign character name.
• An individual acting as voluntary liquidator of a company must be a licensed insolvency practitioner and must not be a disqualified person.
• A voluntary liquidator must advertise notice of appointment.
• The Committee's Secretary must circulate meeting minutes no later than 14 days after each meeting, unless the next meeting occurs within 3 weeks.

Applies to

BVI business companies, foreign companies, registered agents, legal practitioners, voluntary liquidators, insolvency practitioners, Company Law Review Advisory Committee members

Deadlines

• not less than 14 days after the date of the notice: Deadline for a company to apply to change a non compliant foreign character name after receiving a Registrar's notice.
• within 14 days of the date of the certificate of change of name: Deadline for a company to file amendment or restated memorandum and articles after deregistration of a foreign character name.
• 7 years: General waiting period before a former, dissolved or discontinued company's name may be reused by another company (subject to shorter 3 year or immediate exceptions for affiliates/business sales).
• no more than 14 days after the date of the meeting: Deadline for the Committee Secretary to circulate meeting minutes, unless the next meeting is within 3 weeks.