Directors Duties – A BVI Perspective

Directors of British Virgin Islands ("BVI") companies have certain fiduciary duties which arise both at common law and under statute. These fiduciary duties ultimately seek to protect companies and their shareholders whose destiny lie primarily in the hands of the directors in charge.

1. Common law duties

At common law directors have the following fiduciary duties:

(a) bona fide in what the director considers to be in the best interests of the company as a whole and not for a collateral purpose;

(b) to act for a proper purpose and to exercise their powers for the purposes for which they are conferred;

(c) to avoid conflicts of interest;

(d) to disclose personal interests in contracts involving the company;