British Virgin Islands (BVI) Company Registration and Maintenance Guide (12) – Books, Records and Common Seal

1. Books, Records and Common Seal

A company incorporated under IBC Act shall keep such accounts and records as the directors consider necessary or desirable in order to reflect the financial position of the company. A company incorporated under IBC Act shall keep minutes of all meetings of directors, members, committees of directors, committees of officers, and committees of members, and copies of all resolutions consented to by directors, members, committees of directors, committees of officers, and committees of members. The books, records and minutes required by this section shall be kept at the registered office of the company or at such other place as the directors determine. A company incorporated under IBC Act shall have a common seal and an imprint thereof shall be kept at the registered office of the company. A company that willfully contravenes this section is liable to a penalty of US$25.00 for each day or part thereof during which the contravention continues, and a director, who knowingly permits the contravention is liable to a like penalty.

2. Inspection of Books and Records

A member of a company incorporated under IBC Act may, in person or by attorney and in furtherance of a proper purpose, request in writing specifying the purpose to inspect during normal business hours the share register of the company or the books, records, minutes and consents kept by the company and to make copies or extracts therefrom. If a request is submitted by an attorney for a member, the request must be accompanied by a power of attorney authorizing the attorney to act for the member. If the company, by a resolution of directors, determines that it is not in the best interest of the company or of any other member of the company to comply with a request, the company may refuse the request.

Upon refusal by the company of a request, the member may before the expiration of a period of 90 days of his receiving notice of the refusal, apply to the court for an order to allow the inspection.