British Virgin Islands company law Warning: You are not logged in. Your IP address will be publicly visible if you make any edits. If you log in or create an account, your edits will be attributed to your username, along with other benefits.Anti-spam check. Do not fill this in! ==Corporate constitution== {{See also|Constitutional documents}} The corporate constitution of a private company registered under the BVI Business Companies Act consists of the [[Memorandum of association|memorandum]] and [[articles of association]]. Although these are technically two separate documents, and the companies legislation contains detailed provisions at various points as to what provisions should appear in the memorandum and which should appear in the articles, for all intents and purposes the documents are co-joined and filed as a single continuous document. The memorandum and articles of association of a company are available for public inspection at the Companies Registry. The memorandum and articles of association can normally be amended by a simple resolution of the members and usually (subject to certain minor limitations) by a resolution of directors,<ref>BVI Business Companies Act, section 12</ref> although some companies include restrictions on this process within their corporate constitution. [[File:Ecrivains consult - Texte 4 mains.jpg|thumb|200px|left|The company's memorandum and articles may be supplemented by a [[shareholders' agreement]].]] Any amendment to the memorandum or articles normally only becomes effective when filed at the Companies Registry.<ref>BVI Business Companies Act, section 13(2)</ref> In exceptional circumstances the court has power to order that an amendment should take effect at an earlier date (but not earlier than the date of the actual resolution which was passed approving the amendment).<ref>BVI Business Companies Act, section 13(5)</ref> Where the company is formed as a joint venture between two or more parties, or where there is a private equity investor, it is quite common for a company's constitutional arrangements to also be regulated under a [[shareholders' agreement]]. However shareholders' agreements are not publicly filed in the British Virgin Islands. Furthermore, various matters are required by law to be regulated in the memorandum of association of the company,<ref>BVI Business Companies Act, section 9</ref> irrespective of the provision of any shareholders' agreement. Statutory corporations do not have constitutional documents in the same sense that private companies do. In practice their constitution usually comprises the statute or charter, together with the internal by-laws of the company. In some cases the by-laws are issued by way of subsidiary legislation.<ref>See for example the British Virgin Islands Electricity Corporation By-laws Regulations, 1985 (SI No 31 of 1985)</ref> Summary: Please note that all contributions to Christianpedia may be edited, altered, or removed by other contributors. If you do not want your writing to be edited mercilessly, then do not submit it here. You are also promising us that you wrote this yourself, or copied it from a public domain or similar free resource (see Christianpedia:Copyrights for details). Do not submit copyrighted work without permission! Cancel Editing help (opens in new window) Discuss this page