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PART IV

REGISTERED OFFICE AND AGENT

Registered office. Ord. 10/1990 38.A company incorporated under this Act shall at all times have a registered office in the British Virgin Islands, and the registered office must be an office maintained in the British Virgin Islands by the company or its registered agent.

Registered agent 39.(1)A company incorporated under this agent. Ordinance shall at all times have a registered agent in the British Virgin Islands.

Ord. 10/1990 (2)No person shall be a registered agent unless he has been licensed as a registered agent under the Company Management Act or under the Banks and Trust Companies Act.

Ord. 3/1988 40.R E P E A L E D.

Registered agents. Ord. 10/1990 40A.(1)The Registrar shall maintain a register of licensed registered agents in which the following details shall be recorded:

(a)the name of the registered agent;

(b)the address of the registered agent;

(c)the names of the individuals authorized to sign on behalf of any firm or corporation that is a registered agent;

(d)the date when the first licence to act as a registered agent was issued pursuant to the Company Management Act, 1990 or the Banks and Trust Companies Act, 1990; and

(e)in a case where a registered agent ceases to be a registered agent,

(i)the date on which the registered agent ceased to be licensed, and

(ii)whether the cessation was due to failure to renew his licence, death or liquidation or revocation under the Company Management Act or under the Banks and Trust Companies Act.

(2)The Registrar shall, during the month of February in each year, publish in the Gazette, a list of registered agents as appeared on the register of licensed registered agents on 31st January in that year.

(3)Any change in the details kept by the Registrar in the register of registered agents pursuant to subsection (1) shall be notified immediately by the registered agent to the Registrar, and, upon payment of such fee as may be prescribed by the Governor in Council, the Registrar shall record the change in the register of registered agents.

(4)Where the registered agent of a company desires to cease to act as registered agent and the registered agent is unable to reach an agreement with the company for which he is registered agent concerning his replacement, the following provisions apply:

(a)the registered agent shall give not less than 90 days written notice to any director or officer of the company of which he is the registered agent at the director's or officer's last known address, or if the registered agent is not aware of the identity of any director or officer then the person from whom the registered agent last received instructions concerning the company, specifying the wish of the registered agent to resign as registered agent and shall together with the notice provide a list of all registered agents in the British Virgin Islands with their names and addresses;

(b)the registered agent shall submit to the Registrar a copy of the notice and list of registered agents referred to in paragraph (a);

(c)if, at the time of expiry of the notice, the company has not adopted a resolution to amend its Memorandum to change its registered agent, the registered agent shall inform the Registrar in writing that the company has not changed its registered agent whereupon the Registrar shall publish a notice in the Gazette that the name of the company will be struck off the Register, unless the company, within 30 days from the date of the publication of the notice in the Gazette, registers with the Registrar a copy of a resolution amending its Memorandum to change its registered agent; and

(d)if a company fails within 30 days from the date of the publication of the notice referred to in paragraph (c) to register with the Registrar a copy of a resolution amending its Memorandum to change its registered agent, the Registrar shall strike the name of the company off the Register and shall publish in the Gazette a notice that the name of the company has been struck off the Register.

(5)Where the licence of a registered agent has been revoked under the Company Management Act, 1990 or the Banks and Trust Companies Act, 1990, or if a registered agent dies or fails to renew his licence the Inspector of Company Managers or the Inspector of Banks and Trust Companies, as the case may be, shall, for the purpose of changing the registered agent of the company, communicate with each company for which the person whose licence has been revoked or who has died or has failed to renew his licence is the registered agent and the provisions of subsection (4) have effect mutatis mutandis for the purpose of providing the procedures for changing the registered agent.

(6)A company that has been struck off the Register under this section remains liable for all claims, debts, liabilities and obligations of the company, and the striking-off does not affect the liability of any of its members, directors, officers or agents.

Penalty for contravention of sections 38 and 39. 41.A company that wilfully contravenes sections 38 or 39 is liable to a penalty of $25.00 for each day or part thereof during which the contravention continues, and a director who knowingly permits the contravention is liable to a like penalty.

PART V

DIRECTORS, OFFICERS, AGENTS AND LIQUIDATORS

Management by directors. Ord. 3/1988 Ord. 10/1990 42.Subject to any limitations or provisions to the contrary in its Memorandum or Articles, the business and affairs of a company incorporated under this Ordinance shall be managed by a board of directors that consists of one or more persons who shall be individuals or companies.

Election, term and removal of directors. Ord. 3/1988 43.(1)The first directors of a company incorporated under this Ordinance shall be elected by the subscribers to the Memorandum; and thereafter, the directors shall be elected by the members for such term as the members may determine and where permitted by the Memorandum or Articles of a company incorporated under this Act, the directors may also elect directors for such term as the directors may determine.

(2)Each director holds office until his successor takes office or until his earlier death, resignation or removal.

(3)Subject to any limitations or provisions to the contrary in the Memorandum or Articles

(a)a director may be removed from office by a resolution of members or by a resolution of directors; and

(b)a director may resign his office by giving written notice of his resignation to the company and the resignation has effect from the date the notice is received by the company or from such later date as may be specified in the notice.

(4)Subject to any limitations or provision to the contrary in the Memorandum or Articles, a vacancy in the board of directors may be filled by a resolution of members or of a majority of the remaining directors.

Optional register of directors. Ord. 10/1990 43A.(1)A company incorporated under this Act may keep a register to be known as a register of directors containing

(a)the names and addresses of the persons who are directors of the company;

(b)the date on which each person whose name is entered in the register was appointed as a director of the company; and

(c)the date on which each person named as a director ceased to be a director of the company.

(2)The register of directors may be in such form as the directors approve, but if it is in magnetic, electronic or other data storage form,

the company must be able to produce legible evidence of its contents.

(3)A copy of the register of directors, commencing from the date of the registration of the company, shall be kept at the registered office of the company referred to in section 38.

(4)The register of directors is prima facie evidence of any matters directed or authorized by this Act to be contained therein.

Number of directors. 44.The number of directors shall be fixed by the Articles and, subject to any limitations orprovisions to the contrary in the Memorandum or Articles, the Articles may be amended to change the number of directors.

Powers of directors. 45.The directors have all the powers of the company that are not reserved to the members under this Ordinance or in the Memorandum or Articles.

Emoluments of directors. 46.Subject to any limitations or provisions to the contrary in the Memorandum or Articles, the directors may, by a resolution of directors, fix the emoluments of directors in respect of services to be rendered in any capacity to the company.

Committees of directors. 47.(1)The directors may, by a resolution of directors, designate one or more committees, each consisting of one or more directors.

(2)Subject to any limitations or provisions to the contrary in the Memorandum or Articles, each committee has such powers and authority of the directors, including the power and authority to affix the common seal of the company, as are set forth in the resolution of directors establishing the committee, except that no committee has any power or authority with respect to the matters requiring a resolution of directors under sections 43 and 53.

Meetings of directors. 48.(1)Subject to any limitations or provisions to the contrary in the Memorandum or Articles, the directors of a company incorporated under this Ordinance may meet at such times and in such manner and places within or outside the British Virgin Islands as the directors may determine to be necessary or desirable.

(2)A director shall be deemed to be present at a meeting of directors if

(a)he participates by telephone or other electronic means; and

(b)all directors participating in the meeting are able to hear each other.

Notice of meetings of directors. Ord. 3/1988 49.(1)Subject to a requirement in the Memorandum or Articles to give longer notice, a director shall be given not less than 3 days notice of meetings of directors.

Ord. 3/1988 (2)Notwithstanding subsection (1), subject to any limitations or provisions to the contrary in the Memorandum or Articles, a meeting of directors held in contravention of that subsection is valid if all of the directors, or such majority thereof as may be specified in the Memorandum or Articles entitled to vote at the meeting, have waived the notice of the meeting; and, for this purpose, the presence of a director at the meeting shall be deemed to constitute waiver on his part.

(3)The inadvertent failure to give notice of a meeting to a director, or the fact that a director has not received the notice, does not invalidate the meeting.

Quorum for meetings of directors. Ord. 3/1988 50.The quorum for a meeting of directors is that fixed by the Memorandum or Articles; but, where no quorum is so fixed, a meeting of directors is properly constituted for all purposes if at the commencement of the meeting one half of the total number of directors are present in person or by alternate.

Consents of directors. 51.Subject to any limitations or provisions to the contrary in the Memorandum or Articles, an action that may be taken by the directors or a committee of directors at a meeting may also be taken by a resolution of directors or a committee of directors consented to in writing or by telex, telegram, cable or other written electronic communication, without the need for any notice.

Alternates for directors. 52.(1)Subject to any limitations or provisions to the contrary in the Memorandum or Articles, a director may by a written instrument appoint a written instrument appoint an alternate who need not be a director.

(2)An alternate for a director appointed under subsection (1) is entitled to attend meetings in the absence of the director who appointed him and to vote or consent in the place of the director.

Officers and agents. 53.(1)The directors may, by a resolution of directors, appoint any person, including a person who is a director, to be an officer or agent of the company.

Ord. 10/1990 (2)Subject to any limitations or provisions to the contrary in the Memorandum or Articles, each officer or agent has such powers and authority of the directors, including the power and authority to affix the common seal of the company, as are set forth in the Articles or in the resolution of directors appointing the officer or agent, except that no officer or agent has any power or authority with respect to the matters requiring a resolution of directors under this Act.

Ord. 10/1990 (3)The resolution of directors appointing any person to be an agent of the company may authorize the agent to appoint one or more substitutes or delegates to exercise some or all of the powers conferred on the agent by the company.

Standard of care. 54.(1)Every director, officer, agent and liquidator of a company incorporated under this Ordinance, in performing his functions, shall act honestly and in good faith with a view to the best interests of the company and exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances.

(2)No provision in the Memorandum or Articles of a company incorporated under this Ordinance or in any agreemententered into by the company relieves a director, officer, agent or liquidator of the company from the duty to act in accordance with the Memorandum or Articles or from any personal liability arising from his management of the business and affairs of the company.

Reliance on records and reports. 55.Every director, officer, agent and liquidator of a company incorporated under this Ordinance, in performing his functions, is entitled to rely upon the share register kept under section 28, the books of accounts and records and the minutes and copies of consents to resolutions kept under section 66 and any report made to the company by any other director, officer, agent or liquidator or by any person selected by the company to make the report.

Conflict of interests. Ord. 19/1990 56.(1)Subject to any limitations or provisions to the contrary in the Memorandum or Articles, no agreement or transaction between

(a)a company incorporated under this Ordinance; and

(b)one or more of its directors or liquidators, or any person in which any director or liquidator has a financial interest or to whom any director or liquidator is related, including as a director or liquidator of that other person,

is void or voidable for this reason only or by reason only that the director or liquidator is present at the meeting of directors or liquidators, or at the meeting of the committee of directors or liquidators, that approves the agreement or transaction or that the vote or consent of the director or liquidator is counted for that purpose.

Ord. 10/1990(2)Subject to any limitations or provisions to the contrary in the Memorandum or Articles, an agreement or transaction referred to in subsection (1) is valid if

(a)the material facts of the interest of each director or liquidator in the agreement or transaction and his interest in or relationship to any other party to the agreement or transaction are disclosed in good faith or are known by the other directors or liquidators; and

(b)the agreement or transaction is approved or ratified by a resolution of directors or liquidators that has been approved

(i)without counting the vote or consent of any interested director or liquidator, or

(ii)by the unanimous vote or consent of all disinterested directors or liquidators if the votes or consents of all disinterested directors or liquidators is insufficient to approve a resolution of directors or liquidators.

Ord. 10/1990(3)Subject to any limitations or provisions to the contrary in the Memorandum or Articles, an agreement or transaction referred to in subsection (1) is valid if

(a)the material facts of the interest of each director or liquidator in the agreement or transaction and his interest in or relationship to any other party to the agreement or transaction are disclosed in good faith or are known by the members entitled to vote at a meeting of members; and

(b)the agreement or transaction is approved or ratified by a resolution of members.

Ord. 10/1990(3A)subject to any limitations or provisions to the contrary in the Memorandum or Articles, an agreement or transaction referred to in subsection (1) is valid unless it is shown that at the time the agreement or transaction was authorized, approved or ratified by resolution of directors or by resolution of members the agreement or transaction was unfairly prejudicial to one or more members of the company or to the creditors of the company except that no person who voted in favour of the resolution authorizing, approving or ratifying the agreement or transaction shall be capable subsequently of impugning or objecting to the agreement or transaction.

(4)Subject to any limitations or provisions to the contrary in the Memorandum or Articles, a director or liquidator who has an interest in any particular business to be considered at a meeting of directors, liquidators or members may be counted for purposes of determining whether the meeting is duly constituted in accordance with section 50 or otherwise.

Indemnification. 57.(1)Subject to subsection (2) and any limitations in its Memorandum or Articles, a company incorporated under this Ordinance may indemnify against all expenses, including legal fees, and against all judgments, fines, and amounts paid in settlement and reasonably incurred in connection with legal, administrative or investigative proceedings any person who

(a)is or was a party or is threatened to be made a party to any threatened, pending or completed proceedings, whether civil, criminal, administrative or investigative, by reason of the fact that the person is or was a director, an officer or a liquidator of the company; or

(b)is or was, at the request of the company, serving as a director, officer or liquidator of, or in any other capacity is or was acting for, another company or a partnership, joint venture, trust or other enterprise.

(2)Subsection (1) only applies to a person referred to in that subsection if the person acted honestly and in good faith with a view to the best interests of the company and, in the case of criminal proceedings, the person had no reasonable cause to believe that his conduct was unlawful.

(3)The decision of the directors as to whether the person acted honestly and in good faith and with a view to the best interests of the company and as to whether the person had no reasonable cause to believe that his conduct was unlawful is in the absence of fraud, sufficient for the purposes of this section, unless a question of law is involved.

(4)The termination of any proceedings by any judgment, order, settlement, conviction or the entering of a nolle prosequi does not, by itself, create a presumption that the person did not act honestly and in good faith and with a view to the best interests of the company or that the person had reasonable cause to believe that his conduct was unlawful.

(5)If a person referred to in subsection (1) has been successful in defence of any proceedings referred to in subsection (1), the person is entitled to be indemnified against all expenses, including legal fees, and against all judgments, fines and amounts paid in settlement and reasonably incurred by the person in connection with the proceedings.

Insurance. 58.A company incorporated under this Ordinance may purchase and maintain insurance in relation to any person who is or was a director, an officer or a liquidator of the company, or who at the request of the company is or was serving as a director, an officer or a liquidator of, or in any other capacity is or was acting for, another company or a partnership, joint venture, trust or other enterprise, against any liability asserted against the person and incurred by the person in that capacity, whether or not the company has or would have had the power to indemnify the person against the liability under subsection (1) of section 57.

PART VI

PROTECTION OF MEMBERS AND CREDITORS

Meetings of members. 59.(1)Subject to any limitations or provisions to the contrary in the Memorandum or Articles, the directors of a company incorporated under this Ordinance may convene meetings of the members of the company at such times and in such manner and places within or outside the British Virgin Islands as the directors consider necessary or desirable.

(2)Subject to a provision in the Memorandum or Articles for a lesser percentage, upon the written request of members holding more than 50 per cent of the votes of the outstanding voting shares in the company, the directors shall convene a meeting of members.

(3)Subject to any limitations or provisions to the contrary in the Memorandum or Articles, a member shall be deemed to be present at a meeting of members if

(a)he participates by telephone or other electronic means; and

(b)all members participating in the meeting are able to hear each other.

(4)A member may be represented at a meeting of members by a proxy who may speak and vote on behalf of the member.

(5)The following apply in respect of joint ownership of shares;

(a)if 2 or more persons hold shares jointly each of them may be present in person or by proxy at a meeting of members and may speak as a member;

(b)if only one of them is present in person or by proxy, he may vote on behalf of all of them; and

(c)if 2 or more are present in person or by proxy, they must vote as one.

Notice of meetings of members. Ord. 3/1988 60.(1)Subject to a requirement in the Memorandum or Articles to give longer notice, the directors shall not give less than 7 days notice of meetings of members to those persons whose names on the date the notice is given appear as members in the share register referred to in section 28 and are entitled to vote at the meeting;

Ord. 3/1988 (2)Notwithstanding subsection (1), and subject to any limitations or provisions to the contrary in the Memorandum or Articles, a meeting of members held in contravention of the requirement to give notice is valid if members holding a 90 per cent majority, or such lesser majority as may be specified in the Memorandum of Articles, of

(a)the total number of shares entitled to vote on all the matters to be considered at the meeting; or

(b)the votes of each class or series of shares where members are entitled to vote thereon as a class or series together with an absolute majority of the remaining votes,

have waived notice of the meeting; and, for this purpose, the presence of a member at the meeting shall be deemed to constitute waiver on his part.

(3)The inadvertent failure of the directors to give notice of a meeting to a member, or the fact that a member has not received the notice, does not invalidate the meeting.

Quorum for meetings of members. Ord. 3/1988 Ord. 10/1990 61.The quorum for meeting of members for purposes of a resolution of members is that fixed by the Memorandum or Articles; but, where no quorum is so fixed, a meeting of members is properly constituted for all purposes if at the commencement of the meeting there are present in person or by proxy one-half of the votes of the shares of each class or series of shares entitled to vote as a class or series thereon and the same proportion of the votes of the remaining shares entitled to vote thereon.

Voting by members. Ord. 3/1988 62.(1)Except as otherwise provided in the Memorandum or Articles, all shares vote as one class and each whole share has one vote.

Ord. 3/1988 (2)The directors of a company incorporated under this Act may fix the date notice is given of a meeting as the record date for determining those shares that are entitled to vote at the meeting.

Voting trusts. Ord. 10/1988 62A.(1)One or more members of a company incorporated under this Act may by agreement in writing deposit bearer shares with, or transfer registered shares to, any person authorized to act as trustee for the purpose of vesting in such person, who may be designated voting trustee, the right to vote thereon and the following provisions shall apply:

(a)the period of time for which the trustee may vote shall not exceed 10 years;

(b)subject to paragraph (a), the agreement may contain any other provisions not inconsistent with the purpose of the agreement;

(c)a copy of the agreement shall be filed at the registered office of the company and shall be open to the inspection of members of the company

(i)in the case of any beneficiary of the trust under the agreement, daily during business hours, and

(ii)in the case of members of the company, subject to the provisions of section 67;

(d)where certificates for registered shares have been issued for shares that are to be transferred to a trustee pursuant to this section, new certificates shall be issued to the voting trustee to represent the shares so transferred and the certificates formerly representing the shares that have been transferred shall be surrendered and cancelled;

(e)where a certificate is issued to a voting trustee, an endorsement shall be made on the certificate that the shares represented thereby in the case of registered shares and the certificates in case of bearer shares are held by the person named therein pursuant to an agreement;

(f)there shall be noted in the share register of the company against the record of the shares held by the trustee the fact that such an agreement exists;

(g)the voting trustee may vote the shares so issued or transferred during the period specified in the agreement;

(h)shares registered in the name of the voting trustee may be voted either in person or by proxy and, in voting the shares, the voting trustee shall not incur any liability as member or trustee, except in so far as he may be liable for his own conduct or acts;

(i)where two or more persons are designated as voting trustees and the right and method of voting any shares registered in their names at any meeting of members or on any resolution of members are not fixed by the agreement appointing the trustees, the right to vote shall be determined by a majority of the trustees, or if they are equally divided as to the right and manner of voting the shares in any particular case, the votes of the

shares in such case shall be divided equally among the trustees;

(j)at any time within 2 years prior to the time of expiration of any voting trust agreement as originally fixed or as last extended as provided in this subsection, one or more beneficiaries of the trust under the voting trust agreement may, by written agreement and with the written consent of the voting trustee, extend the duration of the voting trust agreement for an additional period not exceeding 10 years from the expiration date of the trust as originally fixed or as last extended; and

(k)the voting trustee shall, prior to the time of expiration of a voting trust agreement, as originally fixed or as previously extended, as the case may be, file at the registered office of the company a copy of the extension agreement and of his consent thereto, and thereupon the duration of the voting trust agreement shall be extended for the period fixed in the extension agreement, but no extension agreement shall affect the rights or obligations of persons not parties thereto.

(2)Two or more members of a company incorporated under this Act may by agreement in writing provide that in exercising any voting rights the shares held by them shall be voted

(a)as provided by the agreement;

(b)as the parties may agree; or

(c)as determined in accordance with such procedure as they may agree upon.

(3)No agreement made pursuant to subsection (2) shall be effective for a period of more than 10 years from the date it is made, but at any time within the 2 years immediately preceding the date of the expiration of the agreement the parties may extend its duration for an additional period, not exceeding 10 years at any one time, as they may desire.

(4)The validity of any voting trust or other voting agreement is not affected during a period of 10 years from the date when it was created or last extended by reason only of the fact that under its terms, it will or may last beyond a period of 10 years.

(5)This section shall be deemed not to invalidate any voting or other agreement among members or any irrevocable proxy that is not otherwise illegal.

Consents of members. 63.Subject to any limitations or provisions to the contrary in the Memorandum or Articles, an actionthat may be taken by members at a meeting of members may also be taken by a resolution of members consented to in writing or by telex, telegram, cable or other written electronic communication, without the need for any notice.

Service of notice on members. 64.(1)Any notice, information or written statement required under this Ordinance to be given by a company incorporated under this Ordinance to members must be served

Ord. 3/1988 (a)in the case of members holding registered shares,

(i)in the manner prescribed in the Memorandum or Articles, as the case may be, or

(ii)in the absence of a provision in the Memorandum or Articles, by personal service or by mail addressed to each member at the address shown in the share register; and

Ord. 3/1988 Ord. 10/1990 (b)in the case of members holding shares issued to bearer, in the absence of a provision in the Memorandum or Articles, or if the notice, information or written statement can no longer be served as specified in the Memorandum and Articles, if the notice, information or written statement is published in a newspaper circulated in the British Virgin Islands and a newspaper in the place where the company has its principal office.

(2)Subject to a requirement in the Memorandum or Articles to give a specific length of notice, the directors must give sufficient notice of meetings of members to members holding shares issued to bearer to allow a reasonable opportunity for them to take action in order to secure or exercise the right or privilege, other than the right or privilege to vote, that is the subject of the notice.

(3)For purposes of subsection (2), what amounts to sufficient notice is a matter of fact to be determined after having regard to all the circumstances.

Service of process, etc. on company 65.(1)Any summons, notice, order, document, process, information or written statement to be served on a company incorporated under this Ordinance may be served by leaving it, or by sending it, by registered mail, addressed to the company, at its registered office, or by leaving it with, or by sending it by registered mail to, the registered agent of the company.

(2)Service of any summons, notice, order, document, process, information or written statement to be served on a company incorporated under this Ordinance may be proved by showing that the summons, notice, order, document, process, information or written statement

(a)was mailed in such time as to admit its being delivered in the normal course of delivery, within the period prescribed for service; and

(b)was correctly addressed and the postage was prepaid.

Books, records and common seals. Ord. 3/1988 66.(1)A company incorporated under this Ordinance shall keep such accounts and records as the directors consider necessary or desirable in order to reflect the financial position of the company.

(2)A company incorporated under this Ordinance shall keep

(a)minutes of all meetings of

(i)directors,

(ii)members,

(iii)committees of directors,

(iv)committees of officers, and

(v)committees of members; and

(b)copies of all resolutions consented to by

(i)directors,

(ii)members,

(iii)committees of directors,

(iv)committees of officers, and

(v)committees of members.

(3)The books, records and minutes required by this section shall be kept at the registered office of the company or at such other place as the directors determine.

Ord. 3/1988 (3A)A company incorporated under this Act shall have a common seal and an imprint thereof shall be kept at the registered office of the Company.

(4)A company that wilfully contravenes this section is liable to a penalty of $25.00 for each day or part thereof during which the contravention continues, and a director who knowingly permits the contravention is liable to a like penalty.

Inspection of books and records. 67.(1)A member of a company incorporated under this Ordinance may, in person or by attorney and in furtherance of a proper purpose, request in writing specifying the purpose to inspect during normal business hours the share register of the company or the books, records, minutes and consents kept by the company and to make copies or extracts therefrom.

(2)For purposes of subsection (1), a proper purpose is a purpose reasonably related to the member's interest as a member.

(3)If a request under subsection (1) is submitted by an attorney for a member, the request

must be accompanied by a power of attorney authorizing the attorney to act for the member.

(4)If the company, by a resolution of directors, determines that it is not in the best interest of the company or of any other member of the company to comply with a request under subsection (1), the company may refuse the request.

(5)Upon refusal by the company of a request under subsection (1), the member may before the expiration of a period of 90 days of his receiving notice of the refusal, apply to the court for an order to allow the inspection.

Contracts generally. 68.(1)Contracts may be entered into on behalf of a company incorporated under this Ordinance as follows:

(a)a contract that, if entered into between individuals, is required by law to be in writing and under seal, may be entered into by or on behalf of the company in writing under the common seal of the company, and may, in the same manner, be varied or discharged;

(b)a contract that, if entered into between individuals is required by law to be in writing and signed by the parties, may be entered into by or on behalf of the company in writing and signed by a person acting under the express or implied authority of the company, and may, in the same manner, be varied or discharged; and

(c)a contract that, if entered into between individuals, is valid although entered into orally, and not reduced to writing, may be entered into orally by or on behalf of the company by a person acting under the express or implied authority of the company, and may, in the same manner, be varied or discharged.

(2)A contract entered into in accordance with this section is valid and is binding on the company and its successors and all other parties to the contract.

(3)Without affecting paragraph (a) of subsection (1), a contract, agreement or other instrument executed by or on behalf of a company by a director or an authorized officer or agent of the company is not invalid by reason only of the fact that the common seal of the company is not affixed to the contract, agreement or instrument.

Contracts before incorporation. 69.(1)A person who enters into a written contract in the name of or on behalf of a company incorporated under this Ordinance before the company comes into existence, is personally bound by the contract and is entitled to the benefits of the contract, except where

(a)the contract specifically provides otherwise; or

(b)subject to any provisions of the contract to the contrary, the company adopts the contract under subsection (2).

(2)Within a reasonable time after a company incorporated under this Ordinance comes into existence, the company may, by any action or conduct signifying its intention to be bound thereby, adopt a written contract entered into in its name or on its behalf before it came into existence.

(3)When a company adopts a contract under subsection (2),

(a)the company is bound by, and entitled to the benefits of, the contract as if the company had been in existence at the date of the contract and had been a party to it; and

(b)subject to any provisions of the contract to the contrary, the person who acted in the name of or on behalf of the company ceases to be bound by or entitled to the benefits of the contract.

Contracts for payment or transfer. 70.(1)If any contract, agreement, deed or other instrument relating to the payment of a claim or the delivering or transferring of property, whether real or personal, wherever situate, is entered into by a company incorporated under this Ordinance and the contract, agreement, deed or other instrument designates a payee or beneficiary to receive the payment or property

(a)upon the death of a person making the designation;

(b)upon the death of another person; or

(c)upon the happening of any other event specified in the contract, agreement, deed or other instrument,

then, any such payment, delivery or transfer, the rights of any payee or beneficiary, and the ownership of any property received, are not impaired or defeated by any law or rule of law governing the transfer of property by will, gift or intestacy.

(2)Subsection (1) applies to a contract, agreement, deed or other instrument referred to in that subsection notwithstanding anything to the contrary in the law of any other jurisdiction, including the law of any jurisdiction where the person making the designation referred to in subsection (1) resides or is domiciled, and notwithstanding that

(a)the designation is revocable or subject to change; or

(b)the claim or property

(i)is not yet payable or transferable, as the case may be, at the time the designation is made, or

(ii)is subject to withdrawal, collection or assignment by the person making the designation.

Optional register of mortgages and charges. Ord 10/1990 70A.(1)A company incorporated under this Act may create a mortgage, charge or other encumbrance over any of its assets situate in any part of the world in accordance with the law of any jurisdiction of the company's choice and the mortgage, charge or

other encumbrance shall be binding on the company to the extent, and in accordance with, the requirements, of the chosen law.

(2)A company incorporated under this Act may maintain at its registered office a register of mortgages, charges and other encumbrances in which there shall be entered particulars regarding each mortgage, charge and other encumbrances as follows:

(a)the sum secured;

(b)the assets secured;

(c)the name and address of the mortgagee, chargee or other encumbrancer;

(d)the date of creation of the mortgage, charge or other encumbrance; and

(e)the date on which the particulars specified in paragraphs (a) to (d) in respect of the mortgage, charge or other encumbrance are entered in the register.

(3)In the event that an application is made to a court in the British Virgin Islands to enforce any mortgage, charge or other encumbrance created by a company incorporated under this Act and there are assets of the company which are subject to two or more mortgages, charges or other encumbrances, then, notwithstanding the provisions of any other law, priorities shall be determined in accordance with the dates of entry in the register of mortgages and charges; and, unregistered mortgages, and other encumbrances created after 1st January, 1991 shall rank after registered mortgages, charges and other encumbrances, but unregistered mortgages, charges and other encumbrances created prior to 1st January 1991 shall have priority over mortgages, charges and other encumbrances registered pursuant to this provision and shall rank in order of their creation.

Notes and bill of exchange. 71.A promissory note or bill of exchange shall be deemed to have been made, accepted or endorsed by a company incorporated under this Ordinance if it is made, accepted or endorsed in the name of the company

(a)by or on behalf or on account of the company; or

(b)by a person acting under the express or implied authority of the company;

and if so endorsed, the person signing the endorsement is not liable thereon.

Power of attorney. 72.(1)A company incorporated under this Ordinance may, by an instrument in writing, whether or not under its common seal, authorize a person, either generally or in respect of any specified matters, as its agent to act on behalf of the company and to execute contracts, agreements, deeds and other instruments on behalf of the company.

(2)A contract, agreement, deed or other instrument executed on behalf of the company by an agent appointed under subsection (1), whether or not under his seal, is binding on the company and has the same effect as if it were under the common seal of the company.

Authentication or attestation. Ord. 3/1988 73.(1)A document requiring authentication or attestation by a company incorporated under this Ordinance may be signed by a director, a secretary or by an authorized officer or agent of the company, and need not be under its common seal.

(2)If the signature of any director, officer or agent authenticating or attesting any document is verified in writing by the registered agent of a company the company is bound by the document.

Company without members. 74.If at any time there is no member of a company incorporated under this Ordinance, any person doing business in the name of or on behalf of the company is personally liable for the payment of all debts of the company contracted during the time and the person may be sued therefore without joinder in the proceedings of any other person.

Sections I-III	Sections IV-VI	Sections VII-XII
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