As informed in the circular letter of 3rd July 2007, the BVI government has improved the transitional provisions for bearer shares companies incorporated under the old law (International Business Companies Act or “IBC Act”). The most relevant provisions that will have an effect on “IBC companies” still having bearer shares are the following ones:
The plan to increase the annual fees for 2008 has been abolished.
The deadline for depositing bearer shares under the custody of an authorized custodian (“demobilizing”) has been brought forward to 31st December 2009 instead of 2010.
All memoranda & articles of association of former IBC companies that have not been amended until 31st December 2009 to prohibit issuing or keeping bearer shares, will be deemed as amended after this date so that de jure these firms will be considered non-bearer-share companies.
Companies willing to retain the privilege of issuing and keeping bearer shares will have to disapply these “deeming provisions” and comply with the procedure of seeking for an authorization as “custodian”. The important message here is: Old “IBC Companies” having bearer shares in issue must convert them into registered shares until 31st December 2009 at the latest in order to fully comply with the BVI Business Company Act 2004 (as amended). Do not wait too long: BVI public offices could become overloaded.