BRITISH VIRGIN ISLANDS - Mossack Fonseca & Co.

26/2005
26/2005
Liability of
members.
26/2005
45
(2) In the case of a company limited by guarantee, whether or not
authorised to issue shares, at least one of the members of the
company shall be a guarantee member and where the company is
authorised to issue shares, a guarantee member may also be a
shareholder.
(3) In the case of an unlimited company, whether or not authorised to issue
shares, at least one of the members of the company shall be an
unlimited member and where the company is authorised to issue
shares, an unlimited member may also be a shareholder.
80. (1) A member of a limited company has no liability, as a member, for the
liabilities of the company.
(2) The liability of a shareholder to the company, as shareholder, is limited
to
(a) any amount unpaid on a share held by the shareholder;
(b) any liability expressly provided for in the memorandum or
articles of the company; and
(c) any liability to repay a distribution under section 58(1).
(3) The liability of a guarantee member to the company, as guarantee
member, is limited to
(a) the amount that the guarantee member is liable to contribute as
specified in the memorandum in accordance with section 9(1)(f);
and
(b) any other liability expressly provided for in the memorandum or
articles of the company; and
(c) any liability to repay a distribution under section 58(1).
(4) An unlimited member has unlimited liability for the liabilities of the
company.
81. (1) Unless otherwise specified in this Act or in the memorandum or articles
of a company, the exercise by the members of a company of a power
which is given to them under this Act or the memorandum or articles shall be
by a resolution
(a) passed at a meeting of members held pursuant to section 82:
or
AE/ET/Pub./bg/03.2007
Members’
resolutions.