As of April 2003 the BVI Legislative Council approved the International Business Companies (Amendment) Act 2003, introducing a series of important changes to BVI International Business Company (IBC) Legislation (the “IBC Act”), including the immobilization of Bearer Shares and increased annual license fees for companies keeping Bearer Shares.
Further to the above, on 1 January 2005, the BVI Business Companies Act 2004 (the “BC Act 2004”) came into force. The long awaited single statute governs a range of corporate vehicles; and brings together the incorporation of both offshore and onshore companies doing business in the BVI under a unified corporate structure. The BC Act 2004 maintains the concept of immobilization of Bearer Shares, and provides guidelines for the transition of companies formed under the IBC Act that have issued and outstanding Bearer Shares.
After an initial transition period during which both the IBC Act and the BC Act 2004 will be in force; the BC Act 2004 will be the sole corporate statue for the BVI and will govern both international and domestic BVI companies. Under the BC Act 2004, as amended in late 2007, BVI has provided that (i) The elimination of the Bearer Share capability in the M&AA of each company that does allow bearer shares will be automatic, will not require any filings, and will coalesce in december 2009; and (ii) There will be no increase at all in the annual license fee of companies until January 2010, and only for those companies that resolve to file a notice to retain the capability of issuing Bearer Shares.
For companies that wish to continue with Bearer Shares, immobilization effectively means that Bearer Shares will be held by either “Authorized Custodians” or “Recognized Custodian”. |