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Virgin Islands Certificate of Directors as to Contents of the Bylaws of the Corporation
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A BVI company must have at least one director at all times following the appointment of its first director(s), and it can have either individual or corporate directors. There is also no residency requirement for directors. Once directors have been appointed, they will be able issue shares to the shareholders.
At common law, directors owe the company two types of duties: fiduciary duties and the duty to exercise care, diligence and skill. A director of a BVI company owes the following fiduciary duties to that company: to act honestly, in good faith and in what he or she believes to be in the best interests of the company.
Every BVI business company must have at least one director, although the memorandum or articles may provide for a company to have more than one director.
BVI Company Registry ? Registrar of Corporate Affairs Memorandum and Articles of Association: This contains the bylaws of the BVI Business Company.
The Act makes clear that a director is not generally personally liable for any debt, obligation or default of the company. However, there may be personal liability for the directors where they or the company have exceeded their powers or there has been a breach of duty or negligence by them.
In addition there are a small number of statutory corporations, most of which serve some kind of public function. Under the BVI Business Companies Act it is possible to register five broad types of company: Company limited by shares. Company limited by guarantee and not authorised to issue shares.
Company Formation Requirements for BVI Certificate of incorporation; Articles and Memorandum of Association; Minimum of one shareholder and director; A legal registered office; A legal registered agent; Directors Acceptance Letter; Share(s) certificate; Articles and Plan of Consolidation;
Any notice for such a meeting of members must state that the removal is the purpose (or one of the purposes) of the meeting. Alternatively, a director can be removed by a written resolution of members approved by at least 75 per cent of the votes of members who are entitled to vote.