Companies Act 2006 Liz Berry Senior Adviser – Policy and Legal Unit Financial Supervision Commission 24 October 2006.

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Presentation transcript:

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 Appointed by Treasury (CA06, s.205) Subject to the control of Treasury Responsible for the administration of this Act

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 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 Name and type of company Registered office and first registered agent Subscribers’ names and addresses (CA06, s.5)

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 Flexible and modern corporate vehicle Fewer formalities and filing requirements No capital maintenance requirements (replaced by solvency test)

Key distinguishing features No company secretary but must have registered agent at all times (CA06, 74(1)) Registered agent must hold a CSP licence (CA06, s.74(3)) Registrar may strike company off if no registered agent (CA06, s.183)

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 features No differentiation between public or private companies Offering documents (CA06, s.45)

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 Company’s incorporation Filing documents with Registrar Annual return

Registered agent’s responsibilities Company records (CA06, s.78) Memorandum & Articles (signed copy) Register of members Register of directors

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 Members Directors Attorney General Financial Supervision Commission

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 2006 Liz Berry Senior Adviser – Policy and Legal Unit Financial Supervision Commission 24 October 2006