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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.
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.
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.
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.
Requirements of BVI company registration All shareholders/directors shall be over 18 of age, and hold valid identification documents including passport or identity card (no restriction on nationality);
Challenge Directors Where the shareholders exercise the right to remove a director by passing a written resolution, a majority must be of at least 75% of the shareholders entitled to vote (or, in either case, other thresholds specified in the Memorandum or Articles).
A company limited by shares is the most common type of company that is registered in the British Virgin Islands. As its name denotes, a company limited by shares is the company having the ability to issue shares, and its member's liability is separated from the company's debts and obligations.