BRITISH VIRGIN ISLANDS - Mossack Fonseca & Co.

Amendment of
memorandum
and articles.
26/2005
Filing of notice
of amendment
of memorandum
or articles.
11
12. (1) Subject to subsection (2) and section 14, the members of a company
may, by resolution, amend the memorandum or articles of the company.
(2) Subject to subsection (3), the memorandum of a company may include
one or more of the following provisions:
(a) that specified provisions of the memorandum or articles may not
be amended;
(b) that a resolution passed by a specified majority of members,
greater than fifty per cent, is required to amend the memorandum
or articles or specified provisions of the memorandum or articles;
and
(c) that the memorandum or articles, or specified provisions of the
memorandum or articles, may be amended only if certain specified
conditions are met.
(3) Subsection (2) does not apply to any provision in the memorandum of a
company that is not a restricted purposes company that restricts the
purposes of that company.
(4) Subject to subsection (5), the memorandum of a company may
authorise the directors, by resolution, to amend the memorandum or
articles of the company.
(5) Notwithstanding any provision in the memorandum or articles to the
contrary, the directors of a company shall not have the power to amend
the memorandum or articles
(a) to restrict the rights or powers of the members to amend the
memorandum or articles,
(b) to change the percentage of members required to pass a
resolution to amend the memorandum or articles, or
(c) in circumstances where the memorandum or articles cannot be
amended by the members,
and any resolution of the directors of a company is void and of no effect to the
extent that it contravenes this subsection.
13. (1) Where a resolution is passed to amend the memorandum or articles of a
company, the company shall file for registration
(a) a notice of amendment in the approved form; or
AE/ET/Pub./bg/03.2007