BRITISH VIRGIN ISLANDS - Mossack Fonseca & Co.

26/2005
26/2005
Transfer of
bearer share.
Meaning of
solvency test
and
distribution.
29
of the transferee of the share in the register of members unless the
directors resolve to refuse or delay the registration of the transfer for
reasons that shall be specified in the resolution.
(5) The directors shall not pass a resolution refusing or delaying the
registration of a transfer unless this Act or the memorandum or
articles permit them to do so.
(6) Where the directors pass a resolution under subsection (4), the company
shall, as soon as practicable, send the transferor and the transferee a
notice of the refusal or delay in the approved form.
(7) Subject to the memorandum or articles of a company, the directors may
refuse or delay the registration of a transfer of shares if the transferor
has failed to pay an amount due in respect of those shares.
(8) The transfer of a registered share is effective when the name of the
transferee is entered in the register of members.
(9) If the directors of a company are satisfied that an instrument of transfer
has been signed but that the instrument has been lost or destroyed,
they may resolve.
(a) to accept such evidence of the transfer of the shares as they
consider appropriate; and
(b) that the transferee’s name should be entered in the register of
members, notwithstanding the absence of the instrument of
transfer.
55. Subject to Division 5, a bearer share is transferred by delivery of a certificate
relating to the share.
56. For the purposes of this Division,
Division 4 - Distributions
(a) a company satisfies the solvency test if
(i) the value of the company’s assets exceeds its liabilities, and
(ii) the company is able to pay its debts as they fall due; and
(b) “distribution”, in relation to a distribution by a company to a
member, means
AE/ET/Pub./bg/03.2007