BRITISH VIRGIN ISLANDS - Mossack Fonseca & Co.

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new memorandum and articles”);
(b) a notice in, and containing the information specified in, the approved
form;
(c) where the new memorandum does not prohibit the company from
issuing bearer shares, converting registered shares to bearer
shares and exchanging registered shares for bearer shares, a
declaration that, as at the date of the notice
(i) all the bearer shares in the company in issue have been
delivered to, and are in the custody of, a custodian, or
(ii) there were no bearer shares in the company in issue; and
(d) such other documents as may be prescribed.
(2) The new memorandum and articles shall be signed by the registered
agent of the company.
(3) In addition to the matters required under section 9, the new
memorandum shall state
(a) the date that the company was first incorporated or, if appropriate,
the date with effect from which it was continued or registered as a
consolidated company under the International Business Companies
Act; 23
(b) that, immediately prior to its automatic re-registration under this Act,
it was governed by the International Business Companies Act.
(4) The new memorandum shall state the name of the registered agent,
and the address of the registered office, at the date of the notice.
(5) Subject to subparagraph (6), a notice of election to disapply this Part
shall be authorised, and the new memorandum and articles shall be
approved, by a resolution of the members of the company or, unless
the original memorandum or articles provide otherwise, by a resolution
of directors.
(6) The directors shall not have any power to approve the new
memorandum and articles to the extent that they amend the
memorandum and articles of the company in effect at the date of the
notice (“the original memorandum and articles”), unless the directors
23 The word “and” should follow the word “Act;”.
AE/ET/Pub./bg/03.2007
Cap. 291