Companies act 2006
Download
1 / 18

Companies Act 2006 - PowerPoint PPT Presentation


  • 121 Views
  • Uploaded on

Companies Act 2006. Liz Berry Senior Adviser – Policy and Legal Unit Financial Supervision Commission 24 October 2006. So what’s new about the NMV. Registrar of Companies Types of companies and powers Key distinguishing features. Registrar of Companies.

loader
I am the owner, or an agent authorized to act on behalf of the owner, of the copyrighted work described.
capcha
Download Presentation

PowerPoint Slideshow about 'Companies Act 2006' - keira


An Image/Link below is provided (as is) to download presentation

Download Policy: Content on the Website is provided to you AS IS for your information and personal use and may not be sold / licensed / shared on other websites without getting consent from its author.While downloading, if for some reason you are not able to download a presentation, the publisher may have deleted the file from their server.


- - - - - - - - - - - - - - - - - - - - - - - - - - E N D - - - - - - - - - - - - - - - - - - - - - - - - - -
Presentation Transcript
Companies act 2006

Companies Act 2006

Liz Berry

Senior Adviser – Policy and Legal Unit

Financial Supervision Commission

24 October 2006


So what s new about the nmv
So what’s new about the NMV

  • Registrar of Companies

  • Types of companies and powers

  • Key distinguishing features


Registrar of companies
Registrar of Companies

  • Appointed by Treasury (CA06, s.205)

  • Subject to the control of Treasury

  • Responsible for the administration of this Act


Company types
Company types

  • limited by shares/by guarantee

  • limited by shares and by guarantee

  • an unlimited company with shares/without shares (CA06, s.1)


Company s powers
Company’s powers

  • Unlimited corporate capacity (CA06, s.21)

  • May specify purpose but still has unlimited capacity (CA06, s.5(3))

  • Third parties can rely on power of directors to bind the company (CA06,s.22)


Memorandum
Memorandum

  • Name and type of company

  • Registered office and first registered agent

  • Subscribers’ names and addresses (CA06, s.5)


Articles of association
Articles of Association

  • Model articles – a starting point

  • To utilise flexibility inherent in 2006 Act can tailor own articles (CA06, s.2(1)(b))

  • Default to model (CA06, s.2(1)(b) & s.6(3))


Key distinguishing features
Key distinguishing features

  • Flexible and modern corporate vehicle

  • Fewer formalities and filing requirements

  • No capital maintenance requirements (replaced by solvency test)


Key distinguishing features1
Key distinguishing features

  • No company secretary but must have registered agent at all times (CA06, 74(1))

  • Registered agentmust hold a CSP licence (CA06, s.74(3))

  • Registrar may strike company off if no registered agent (CA06, s.183)


Key distinguishing features2
Key distinguishing features

  • Corporate director (restricted to CSPs) (CA06, s.91(7))

  • Single director permitted (CA06, s.95(1))

  • Persons not permitted to act as directors including minors (CA06, s.93)


Key distinguishing features3
Key distinguishing features

  • No differentiation between public or private companies

  • Offering documents (CA06,s.45)


Key distinguishing features4
Key distinguishing features

  • No annual accounts

  • Solvency test e.g. before paying a dividend (CA06, s.49)

  • No annual general meeting


Registered agent s responsibilities
Registered agent’s responsibilities

  • Company’s incorporation

  • Filing documents with Registrar

  • Annual return


Registered agent s responsibilities1
Registered agent’s responsibilities

  • Company records (CA06, s.78)

    • Memorandum & Articles (signed copy)

    • Register of members

    • Register of directors


Companies act 2006

  • Register of charges

  • Copies of all documents filed by company

  • Accounting records (CA06, s.78 & s.80)

  • Minutes of meetings of members and directors (CA06, s.79)


Right to inspect records
Right to inspect records

  • Members

  • Directors

  • Attorney General

  • Financial Supervision Commission


Re registration redomiciliation
Re-registration & redomiciliation

  • Re-registration of 1931 Act companies (CA06, s.148)

  • Redomiciliation into and out of IOM (CA06, Part XI)

  • Simple procedure to bring your BVI companies home


Companies act 20061

Companies Act 2006

Liz Berry

Senior Adviser – Policy and Legal Unit

Financial Supervision Commission

24 October 2006