BVI Company Registration and Maintenance Guide (5) – Memorandum and Articles of Association

Memorandum of Association of a BVI Company

The Memorandum of Association of a BVI business company must include: the name of the company; the address within the British Virgin Islands of the registered office of the company; the name and address within the British Virgin Islands of the registered agent of the company; the objects or purposes for which the company is to be incorporated; the currency in which shares in the company shall be issued; a statement of the authorized capital of the company setting forth the aggregate of the par value of all shares with par value that the company is authorized to issue and the amount, if any, to be represented by shares without par value that the company is authorized to issue. A statement of the number of classes and series of shares, the number of shares of each such class and series and the par value of shares with par value and that shares may be without par value, if that is the case.

A statement of the designations, powers, preferences and rights, and the qualifications, limitations or restrictions of each class and series of shares that the company is authorized to issue, unless the directors are to be authorized to fix any such designations, powers, preferences, rights, qualifications, limitations and restrictions and in that case, an express grant of such authority as may be desired to grant to the directors to fix by a resolution any such designations, powers, preferences, rights, qualifications, limitations and restrictions that have not been fixed by the memorandum. A statement of the number of shares to be issued as registered shares and the number of shares to be issued as shares issued to bearer, unless the directors are authorized to determine at their discretion whether shares are to be issued as registered shares or to bearer, and in that case an express grant of such authority as may be desired must be given to empower the directors to issue shares as registered shares or to bearer as they may determine by resolution of directors. Whether registered shares may be exchanged for shares issued to bearer and whether shares issued to bearer may be exchanged for registered shares.

The memorandum must be subscribed by the registered agent named in the memorandum in the presence of another person who must sign his name as a witness. The memorandum, when registered, binds the company and its members from time to time to the same extent as if each member had subscribed his name and affixed his seal thereto and as if there were contained in the memorandum, on the part of himself, his heirs, executors and administrators, a covenant to observe the provisions of the memorandum, subject to IBC Act.

BVI Company Articles of Association

The memorandum, when submitted for registration, must be accompanied by articles prescribing regulations for the company. The articles must be subscribed by the registered agent named in the memorandum in the presence of another person who must sign his name as a witness.

The articles, when registered, bind the company and its members from time to time to the same extent as if each member had subscribed his name and affixed his seal thereto and as if there were contained in the articles, on the part of himself, his heirs, executors and administrators, a covenant to observe the provisions of the articles, subject to the British Virgin Islands Business Company Act (BC Act).

BVI Company Registration

The Registrar shall not register the memorandum or the articles delivered to him unless he is satisfied that all requirements of IBC Act in respect of registration have been complied with and a solicitor engaged in the formation of the company; or the registered agent named in the memorandum of the company to be the registered agent, certifies in writing that the requirements of IBC Act in respect of registration have been complied with and the written certification delivered to the Registrar is sufficient evidence of compliance.

The Registrar shall retain and register the memorandum and articles submitted to him in a Register to be maintained by him to be known as the Register of International Business Companies. Upon the registration of the memorandum and the articles, the Registrar shall issue a certificate of incorporation under his hand and seal certifying that the company is incorporated.

Certificate of Incorporation

Upon the issue by the Registrar of a Certificate of Incorporation of a company, the company is, from the date shown on the certificate of incorporation, a body corporate under the name contained in the memorandum with the full capacity of an individual who is sui juris. A certificate of incorporation of a company incorporated under IBC Act issued by the Registrar is prima facie evidence of compliance with all requirements of IBC Act in respect of incorporation.