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BRITISH VIRGIN ISLANDS - Mossack Fonseca & Co.

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Register of<br />

directors.<br />

26/2005<br />

Annual return<br />

for unlimited<br />

company not<br />

authorised to<br />

issue shares.<br />

26/2005<br />

Emoluments of<br />

directors.<br />

Duties of<br />

directors.<br />

67<br />

118. (1) A company shall keep a register to be known as a register of<br />

directors containing<br />

(a) the names and addresses of the persons who are directors of<br />

the company or who have been nominated as reserve directors<br />

of the company;<br />

(b) the date on which each person whose name is entered in the<br />

register was appointed as a director, or nominated as a<br />

reserve director, of the company;<br />

(c) the date on which each person named as a director ceased<br />

to be a director of the company;<br />

(ca) the date on which the nomination of any person nominated as a<br />

reserve director ceased to have effect; and<br />

(d) such other information as may be prescribed.<br />

(2) The register of directors may be in such form as the directors<br />

approve, but if it is in magnetic, electronic or other data storage<br />

form, the company must be able to produce legible evidence of its<br />

contents.<br />

(3) The register of directors is prima facie evidence of any matters<br />

directed or authorised by this Act to be contained therein.<br />

118A. (1) An unlimited company that is not authorised to issue shares shall, on<br />

or before 31 st March of each year, file an annual return in the approved form<br />

of its directors made up to 31 st December of the previous year.<br />

(2) An annual return filed under subsection (1) shall be certified as correct<br />

by a director of the company or by its registered agent.<br />

119. Subject to the memorandum or articles of a company, the directors of the<br />

company may fix the emoluments of directors in respect of services to be<br />

rendered in any capacity to the company.<br />

Division 3 - Duties of Directors and <strong>Co</strong>nflicts<br />

120. (1) Subject to this section, a director of a company, in exercising his<br />

powers or performing his duties, shall act honestly and in good faith and in<br />

what the director believes to be in the best interests of the company.<br />

AE/ET/Pub./bg/03.2007

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