BRITISH VIRGIN ISLANDS - Mossack Fonseca & Co.

Memorandum
and Articles.
35
Companies
having directors
with unlimited
liability.
36
Provisions in
former Act
relating to
reduction of
capital to
continue to
have effect.
37
185
41. (1) In place of the requirements specified in section 9, the memorandum of
a company to which this Division applies must include the matters specified
in section 7, 8 or 9 of the Companies Act, as appropriate for the
company’s type immediately before its re-registration under this Act.
(2) For the avoidance of doubt, the terms “private company” and “public
company” have no meaning in this Act and any reference to the terms
in the memorandum or articles of a company to which this Division
applies shall have no effect.
(3) The articles of a company to which this Division applies must include the
matters specified in section 39 of the Companies Act, as appropriate
for the company’s type immediately before its re-registration under this
Act.
(4) Where the articles of a company to which this Division applies
incorporate all or any of the provisions contained in Table A in the First
Schedule to the Companies Act, Table A continues to have effect with
respect to that company, notwithstanding the repeal of the Companies
Act.
42. Notwithstanding the repeal of the Companies Act, sections 15 to 19 of the
Companies Act continue to apply to a company to which this Division applies.
43. (1) Notwithstanding the repeal of the Companies Act, sections 20 and 21,
sections 23 to 36A and section 38 of the Companies Act continue to apply
to a company to which this Division applies in place of sections 56 to 65
with the following modifications:
(a) in section 24, the words “winding up of the company” are deleted
and the words “liquidation of they company under the Insolvency
Act, 2003” are substituted;
(b) in section 25(b), the words “, in the same manner as if the
company were being wound up by the Court,” are deleted;
(c) in section 26(3), the words “under his hand” are deleted;
(d) in section 28
35 “Cap. 285” should be inserted in the margin.
36 “Cap. 285” should be inserted in the margin.
37 “Cap. 285” should be inserted in the margin.
AE/ET/Pub./bg/03.2007