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! ==Reorganisation and restructuring== {{See also|Restructuring|Reconstruction (law)}} There are a number of statutory provisions whereby companies registered in the British Virgin Islands may reorganise themselves, either pursuant to a general group reorganisation, or as part of a [[debt restructuring]], or in order to complete an [[Mergers and acquisitions|M&A transaction]]. * '''Mergers and consolidation'''. Two or more companies can either merge or consolidate by statute into a single successor company,<ref>BVI Business Companies Act, section 170(1)</ref> and the successor company will succeed to the assets of all of the constituent companies and be subject to all of the liabilities and obligations of the constituent companies. In a merger, the successor company is one of the original companies which merged. In a consolidation all of the constituent companies are merged into one new company which did not exist prior to the consolidation. After the merger or consolidation is completed the non-surviving companies are struck-off and cease to exist. * '''Continuation'''. Although not so much a reorganisational process in its own right, companies registered in the British Virgin Islands are able to redomicile to (or, in the words of the statute, "continue their existence under the laws of") any other jurisdiction which permits companies to change their jurisdiction of registration.<ref>BVI Business Companies Act, section 184</ref> Similarly, companies are entitled to migrate to the British Virgin Islands from other jurisdictions where those other jurisdictions permit this.<ref>BVI Business Companies Act, section 180</ref> * '''[[Scheme of arrangement|Schemes of arrangement]]'''. Companies may enter into a scheme of arrangement whereby the court sanctions a compromise or arrangement which is entered into by the members or creditors of a company.<ref>BVI Business Companies Act, section 179A</ref> The scheme must be approved by a majority in number and 75% in value. Where the scheme members or scheme creditors have different interests, the court may be order that they be divided into two or more classes for the purposes of voting on the scheme. Schemes were introduced into British Virgin Islands law to copy similar provisions available under [[Cayman Islands]] law, but have not proved particularly popular in the British Virgin Islands, probably because of the availability of a range of other restructuring options which do not require the time and expense of court approval. Most of the schemes which have been implemented in the jurisdiction to date relate to [[reverse takeover]]s of [[Public company|publicly listed British Virgin Islands companies]]. * '''Plans of arrangement'''. Separately from schemes of arrangement, British Virgin Islands law provides for one or more companies to enter into plans of arrangement which can allow multiple different reorganisational steps to be concluded contemporaneously.<ref>BVI Business Companies Act, section 177</ref> These steps may include the merger of two or more companies, the separation out of a business line from a company, the liquidation or dissolution of a company, the merger or consolidation of two or more companies, the amendment of the constitutional documents of a company, any transfer of company assets or shares issued by a company, or any other "reorganisation or reconstruction" of a company. * '''Creditors' arrangement'''. Under the Insolvency Act the creditors of a company enter into a creditor's arrangement to compromise their debts against the company.<ref>Insolvency Act, Part II</ref> The effect is similar to a [[Company Voluntary Arrangement#Company voluntary arrangement|company voluntary arrangement]] under [[United Kingdom insolvency law|English law]]. The arrangement must be approved by creditors holding 75% of the value of the company's debt who were present and voting at the meeting.<ref>Insolvency Rules, regulation 83</ref> A creditor's arrangement cannot affect the rights of a secured creditor or preferential creditor without their consent. * '''Minority squeeze-out'''. Shareholders holding in aggregate 90% of the issued shares in a British Virgin Islands company may direct the company to compulsorily acquire the shares of the remaining minority shareholders.<ref>BVI Business Companies Act, section 176</ref> The statutory provisions may be varied or abrogated in the company's constitutional documents, although in practice this is rarely done. 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