Shareholders’ Rights and Remedies in the BVI

Recent changes to company law in the BVI have introduced significant changes in substantive law in a number of areas, including that of shareholders’ rights and remedies.

The BVI, which has nearly 700,000 incorporations on its register, is currently in transition between the old International Business Companies Act 1984 (IBCA) and the new BVI Business Companies Act 2004 (BVIBCA). Since 1 January 2006, when the BVI Business Company BVIBC was introduced to the market, all new incorporations have been BVIBCs.

The key changes in substantive law are:

Death of the IBC

Accountability under the IBCA is limited. A member’s access to company records may be summed up as a ‘right to ask, not a right to receive’. Often the only substantive remedy available to a disgruntled minority shareholder is the drastic one of seeking to wind up the company on just and equitable grounds, a result that may not suit any of the parties involved. IBCs will soon be extinct. Existing IBCs remain as such,