Highlights pursuant to the IBC Amendment Acts enacted on 1 January 2005
The Registry advises that commencing 1 January 2007 , the IBC Act will be repealed. Any company that has not voluntarily re-registered from IBC to BBC by 31 December 2006 ,will be automatically re-registered from 1 January 2007 .
The practicalities of this are that the provisions contained within the Memorandum and Articles of the IBC Act company relating to shares, authorised capital, surplus and declaration/payment of dividends will be retained; furthermore the calculation of annual fees will be continued to base on the level of authorised capital instead of the number of authorised shares as contained in the 2004 BBC Act.
Other consequences of automatic re-registration are:
ˇE The Registrar shall enter the name of the company on the Register and allocate a unique number.
ˇE The company's Memorandum and Articles of Association will deem to be amended to the extent required to comply with this Act, to be effective from 1 January 2007 .
ˇE The Registrar will not be required to issue a certificate of re-registration, unless a company applies for such a certificate and pays the appropriate fee.
Automatic re-registration does not affect: a company's existence as a legal entity, prejudice or affect its identity; its assets, rights and obligations; or any proceedings that may be in course against the company.
BVI companies whose M&AA allow the issuance of bearer shares will start paying higher annual fees
Since BVI companies whose Memorandum and Articles of Association (ˇ§M&AAˇ¨) allow the issuance of bearer shares will start paying annual fees to the Companies Registry starting from the year 2008, it is important to point out that if your IBC was incorporated before 31 st December 2004, it should have a M&AA that allow the company to issue bearer shares. Therefore, if you do not want to keep this feature, and would like to avoid paying higher annual fees starting from the year 2008, please contact our Ms. Fonnie Chong at fchong@ibc-cs.com for assistance and further info rmation.
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