BRITISH VIRGIN ISLANDS - Mossack Fonseca & Co.

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(i) the direct or indirect transfer of an asset, other than the
company’s own shares, to or for the benefit of the member,
or
(ii) the incurring of a debt to or for the benefit of a member,
in relation to shares held by a shareholder, or the entitlements to
distributions of a member who is not a shareholder, and whether
by means of the purchase of an asset, the purchase, redemption
or other acquisition of shares, a transfer of indebtedness or
otherwise, and includes a dividend.
57. (1) Subject to this Part and to the memorandum and articles of the
company, the directors of a company may, by resolution, authorise a
distribution by the company to members at such time and of such an
amount, as they think fit if they are satisfied, on reasonable grounds, that the
company will, immediately after the distribution, satisfy the solvency test.
(2) A resolution of directors passed under subsection (1) shall contain a
statement that, in the opinion of the directors, the company will,
immediately after the distribution, satisfy the solvency test.
(3) If, after a distribution is authorised and before it is made, the directors
cease to be satisfied on reasonable grounds that the company will,
immediately after the distribution is made, satisfy the solvency test,
any distribution made by the company is deemed not to have been
authorised.
58. (1) A distribution made to a member at a time when the company did not,
immediately after the distribution, satisfy the solvency test may be recovered
by the company from the member unless
(a) the member received the distribution in good faith and without
knowledge of the company’s failure to satisfy the solvency test;
(b) the member has altered his position in reliance on the validity
of the distribution; and
(c) it would be unfair to require repayment in full or at all.
(2) If, by virtue of section 57(3), a distribution is deemed not to have been
authorised, a director who
(a) ceased, after authorisation but before the making of the
distribution, to be satisfied on reasonable grounds for believing
AE/ET/Pub./bg/03.2007
26/2005
Recovery of
distribution
made when
company did
not satisfy
solvency test.