BVI Business Companies (Amendment) Act, 2022

1 No. 6 of 2022 VIRGIN ISLANDS BVI BUSINESS COMPANIES (AMENDMENT) ACT, 2022 ARRANGEMENT OF SECTIONS SECTION

1. Short title and commencement
2. Section 2 amended
3. Section 17 amended
4. Section 17A redesignated as section 17B
5. New section 17A inserted
6. Section 17B amended
7. Section 38 repealed and replaced
8. Section 41 amended
9. Section 55 repealed
10. Section 66 amended
11. Division 5 of Part III repealed
12. Section 85 amended
13. Section 89 repealed and replaced
14. Section 90 amended
15. Section 93 amended
16. Section 94 amended
17. New section 98A inserted
18. Section 118 amended
19. Section 118B amended
20. Section 150 repealed
21. Section 184 amended
22. Section 189A amended
23. Section 189B amended
24. Section 193B amended
25. Section 196A amended
26. Section 196B amended
27. Section 199 amended
28. Section 201 amended
29. Section 203 amended
30. Section 205C amended
31. Section 205D amended
32. Section 207A amended
33. Section 212 amended
34. Section 213 amended
35. Section 214 amended
36. Section 215 amended

2 37. Section 216 repealed and replaced 38. Section 217 amended 39. Section 218 repealed and replaced 40. Section 218A amended 41. Section 218B amended 42. Section 219 repealed 43. Section 230 amended 44. Section 235 amended 45. Schedule 1 amended 46. Schedule 2 amended

3 No. 6 of 2022 BVI Business Companies (Amendment) Virgin Act, 2022 Islands I ASSENT (Sgd.) John Rankin CMG, Governor. 10th August, 2022 VIRGIN ISLANDS No. 6 of 2022 AN ACT TO AMEND THE BVI BUSINESS COMPANIES ACT, REVISED EDITION 2020. [Gazetted 12th August, 2022] ENACTED by the Legislature of the Virgin Islands as follows: Short title and commencement

1. (1) This Act may be cited as the BVI Business Companies (Amendment) Act, 2022. (2) This Act shall come into force on such date as the Minister may, by Notice published in the Gazette, appoint. Section 2 amended
2. Section 2 of the BVI Business Companies Act, Revised Edition 2020 (hereinafter referred to as the “principal Act”) is amended (a) by designating the existing section as subsection (1); (b) in subsection (1) as redesignated (i) by placing in its appropriate alphabetical order, the following new definition: ““competent authority” means an authority designated or performing functions as such under an enactment, and includes the Attorney General, Governor, Financial Investigation Agency, Financial Services Commission, International Tax Authority and such other authority the Governor may, by an Order published in the Gazette, designate as a competent authority;”; and (ii) by deleting the definition of “voluntary liquidator” and substituting the following definition: “voluntary liquidator” means a liquidator who is resident in the Virgin Islands and appointed under section 199 or

4 an Insolvency Act liquidator, and any reference to “liquidator” shall be construed in that context.”; and (c) by adding after subsection (1) as redesignated, the following new subsections: “(2) For purposes of the definition of “voluntary liquidator” in subsection (1), a liquidator is considered to be resident in the Virgin Islands if, prior to his or her appointment as voluntary liquidator, he or she has been living physically in the Virgin Islands for a period of not less than 180 days, whether continuously or in aggregate. (3) Where joint liquidators are appointed (a) at least one of the joint liquidators shall be a person who satisfies the requirement of subsection (2); and (b) the requirement of subsection (2) shall not apply to the other joint liquidator if he or she is resident outside the Virgin Islands. (4) Where, prior to the coming into force of this Act, a person was appointed as a voluntary liquidator in respect of a company, the person’s appointment shall continue to the conclusion of the voluntary liquidation and the restrictions provided in subsections (2) and (3) shall not apply to such person in relation to that voluntary liquidation.”. Section 17 amended 3. Section 17 of the principal Act is amended in subsection (1) in the opening paragraph, by inserting after the words “subsections (3), (4), (5) and (6)”, the words “and section 17A”. Section 17A redesignated as section 17B 4. Section 17A of the principal Act is amended by redesignating the section as section 17B. New section17A inserted 5. The principal Act is amended by inserting after section 17, the following new section: “Restrictions in relation to charity or non-commercial business under section 17 17A. (1) Where it is proposed to incorporate a company with a name ending referred to in section 17(1) to pursue charitable or non￾commercial purposes, whether wholly or partially, the company shall apply to the Registrar in the approved form to be incorporated with the name ending concerned. (2) An application under subsection (1) shall

5 (a) indicate whether the purpose of incorporating the company is to undertake charitable or non-commercial activities, wholly or partially; (b) if the company is to carry out charitable or non￾commercial activities partially, indicate how it intends to segregate the activities of the charity or the non￾commercial business from the other business activities of the company; (c) provide a copy of the company’s memorandum; (d) indicate the geographic region or regions in which such charitable or non-commercial activities are to be carried out; and (e) provide the names, addresses and contact details of the shareholders, directors and other principals of the company. (3) Where the Registrar receives an application under subsection (1), he or she may approve the company to use a name ending referred to in section 17(1), if the Registrar is satisfied that, in relation to the company’s charitable or non-commercial activities (a) the company’s memorandum provides that any income derived therefrom shall be applied solely in promoting the objects of its memorandum as they relate to the charity or non-commercial business; (b) the company’s memorandum prohibits distributions of the income and other properties related to the charity or non-commercial business to the members of the company; and (c) it is not against the public interest to incorporate the company with the name ending referred to in section 17 (1), (2), (3) or (4). (4) Where the Registrar grants approval under subsection (3), he or she may impose such conditions on the company as he or she considers necessary including, though not limited to, requiring the company to (a) notify the Registrar as soon as practicable if (i) the company’s memorandum is amended such that it no longer complies with its charitable or non￾commercial purpose; (ii) the company applies its income in relation to its charity or non-commercial business other than promoting the objects identified in its memorandum contrary to subsection (3)(a); (iii) the company makes any distributions to its members contrary to subsection (3)(b); or

6 (iv) the company breaches, or for any reason, is no longer in compliance with, any conditions specified by the Registrar under this subsection; and (b) submit to the Registrar its annual audited statements in relation to the company’s charitable or non-commercial business. (5) If an event that requires notification by a company under subsection (4) occurs, the Registrar may by written notice, whether or not the company has provided the notification as required by that subsection (a) require the company to change its name to a name acceptable to the Registrar that includes an ending specified in section 17(1) on or before a date specified in the notice, which shall be not less than 14 days after the date of the notice; and (b) direct the company to amend its memorandum to remove the charitable or non-commercial objects. (6) For purposes of subsection (4)(b), the audited statements in relation to a company’s charitable or non-commercial business may form part of the company’s overall audited statements (where the company is also carrying on non-charitable or commercial business) if the audited statements segregate those aspects of the statements that relate to the charitable or non-commercial business. (7) If, in relation to subsection (6), the Registrar forms the view that the audited statements do not segregate those aspects of the company’s statements with respect to its charitable or non-commercial business in a manner or to an extent satisfactory to the Registrar, the Registrar may require the company to (a) resubmit the audited statements to segregate the aspects of the company’s statements in relation to its charitable or non-commercial business in the manner or to an extent directed by the Registrar; or (b) submit separate audited accounts regarding the company’s charitable or non-commercial business. (8) This section shall not apply to a company with a name ending referred to in section 17(1) where the company, in addition to its business activity, engages in a charitable or non-commercial activity as part of the company’s corporate social responsibility. (9) A company that contravenes a condition imposed, or fails to provide its annual audited statements, under subsection (4) commits an offence and is liable on summary conviction to a fine of $50,000.”. Section 17B amended 6. Section 17B, as redesignated, is amended (a) in subsection (1), by deleting the opening paragraph and substituting the following opening paragraph:

7 “Application may be made to the Registrar in the approved form to”; (b) in subsection (2) (i) in the opening paragraph, by deleting the words “”the Commission may authorise the registration of” and substituting the words “the Registrar may incorporate”; and (ii) in paragraph (b), by deleting the word “Commission” and substituting the word “Registrar”; (c) by repealing subsection (3) and replacing with the following subsection: “(3) Where the Registrar incorporates a company under subsection (2), he or she may, whether at the time of incorporation or subsequently, impose such conditions on the company as he or she considers fit.”; (d) in subsection (4) (i) by deleting the opening paragraph and substituting the following opening paragraph: “A company that has been incorporated under subsection (2) shall notify the Registrar as soon as practicable if”; (ii) in paragraph (c), by deleting the word “Commission” and substituting the word “Registrar”; (e) by repealing subsection (5) and replacing with the following subsection: “(5) If an event that requires notification by a company under subsection (4) occurs, the Registrar may by written notice, whether or not the company has provided notification as required by that subsection, direct the company to change its name to a name acceptable to the Registrar that includes an ending specified in section 17(1) on or before a date specified in the notice, which shall be not less than 14 days after the date of the notice.”; (f) by repealing subsections (6) and (7) and replacing with the following subsection: “(6) A company that fails to comply with a condition imposed under subsection (3) or give a notification under subsection (4) commits an offence and is liable on conviction to a fine of $50,000.”. Section 38 repealed and replaced 7. Section 38 of the principal Act is amended by repealing section 38 and replacing with the following section: “Prohibition against bearer shares 38. (1) A company shall not, with effect from the date of the coming into force of this Act

8 (a) issue a bearer share; (b) convert a registered share to a bearer share; or (c) exchange a registered share for a bearer share. (2) Where, prior to the coming into force of this Act, a company had (a) issued a bearer share; (b) converted a registered share to a bearer share; or (c) exchanged a registered share for a bearer share, the issued, converted or exchanged bearer share shall be treated in accordance with Division 5 of Part IV of Schedule 2. (3) A company that contravenes subsection (1) commits an offence and is liable on conviction to a fine not exceeding $50,000.”. Section 41 amended 8. Section 41 of the principal Act is amended (a) in subsection (1) (i) in paragraph (b), by inserting after the words “each shareholder”, the words “including, subject to subsection (1B), the nature of associated voting rights,”; and (ii) by repealing paragraphs (c) and (d); (b) by inserting after subsection (1A), the following new subsection: “(1B) Where a company’s memorandum or articles provide the nature of associated voting rights as outlined in subsection (1)(b), the company’s register of members need not contain that information.”; and (c) in subsection (4), by deleting the words “, and to bearer shares that have been cancelled,”. Section 55 repealed 9. Section 55 of the principal Act is repealed. Section 66 amended 10. Section 66 of the principal Act is amended (a) in subsection (1), by deleting the words “, the holder of the bearer share or”; and (b) by repealing subsection (2). Division 5 of Part III repealed 11. Division 5 of Part III of the principal Act is repealed.

9 Section 85 amended 12. Section 85 of the principal Act is amended (a) in subsection (1) (i) in the opening paragraph, by deleting the words “deposit bearer shares with a custodian, or”; and (ii) by deleting paragraph (e) and substituting the following paragraph: “(e) where a certificate is issued to a voting trustee, an endorsement shall be made on the certificate that the registered shares are held by the person named therein pursuant to an agreement;”; and (b) by repealing subsection (2). Section 89 repealed and replaced 13. The principal Act is amended by repealing section 89 and replacing with the following: “Service of notice on members 89. Any notice, information or written statement required under this Act to be given by a company to members shall be served (a) in the manner specified in the memorandum or articles; or (b) in the absence of a provision in the memorandum or articles, by personal service by mail addressed to each member at the address shown in the register of members or, where the member consents, by and in accordance with such electronic means as may be permitted by the Regulations, and any reference in the Regulations to service of a document on a company shall, for the purposes of this paragraph, be construed to include service of a document on a member.”. Section 90 amended 14. Section 90 of the principal Act is amended by adding after subsection (3), the following new subsections: “(4) For purposes of (a) the period of retention of records and underlying documentation under section 98(1)(b);and (b) updating and maintaining customer due diligence information in respect of a company within a prescribed period after the completion of a one-off transaction or termination of a business relationship pursuant to laws governing money laundering, terrorist financing and proliferation financing,

10 the company’s registered office shall remain that which it had at the time of completion of the one-off transaction or termination of the business relationship, and section 92A shall apply where the company’s registered office is that of its registered agent. (5) The reference in subsection (4) to (a) “business relationship” and “records and underlying documentation” have the meanings respectively specified in section 98(7)(a) and (b); and (b) “one-off transaction” means a transaction carried out other than in the course of an established business relationship.”. Section 93 amended 15. Section 93 of the principal Act is amended (a) in subsection (2) (i) in the opening paragraph, by inserting after the word “person”, the words “required or”; (ii) in paragraph (a), by deleting the words “90 days” and substituting the words “60 days”; and (iii) in from paragraph (b), by deleting the word “Commission’s”; (b) by inserting after subsection (2), the following new subsection: “(2A) A person shall resign as registered agent of a company if the business relationship between the person and the company has been terminated in accordance with the laws relating to money laundering, terrorist financing and proliferation financing. (c) by repealing subsection (4) and replacing with the following subsection: “(4) If a company does not change its registered agent in accordance with section 92 on or before the date specified in the notice (a) the Registrar may, unless the registered agent had prior to the date specified in the notice rescinded the notice in accordance with subsection (6), strike the name of the company off the Register in accordance with section 213 (1)(a)(i); and (b) the registered agent shall be deemed to have resigned as registered agent of the company on the expiry of the date specified in the notice.”; and (d) in subsection (6), by inserting in the opening paragraph before the words “(the “rescission notice”)”, the words “under subsection (2)”; and (e) by adding after subsection (8), the following new subsection:

11 “(9) A registered agent that contravenes this section commits an offence and is liable on conviction to a fine of $2,000.”. Section 94 amended 16. Section 94 of the principal Act is amended (a) in subsection (2) (b), by deleting the words “90 days” and substituting the words “60 days”; and (b) by repealing subsection (4) and replacing with the following subsection: “(4) A company which is sent a notice under subsection (2) through a director or other person specified in subsection (3) shall, within 60 days of the date of the notice, change its registered agent in accordance with section 92.”. New section 98A inserted 17. The principal Act is amended by inserting after section 98, the following new section: “Filing annual return 98A. (1) Without prejudice to section 98, a company shall, in respect of each year, file a financial return (referred to in this section as “annual return”) with its registered agent. (2) The annual return shall (a) be filed within 9 months after the end of the year to which the annual return relates; and (b) contain such information and be in such form as the Commission may, by an Order published on the Internet site, prescribe. (3) Where a registered agent receives an annual return under subsection (1), he or she shall (a) at the request of the Commission or any other competent authority, provide the Commission or other competent authority with a copy of the annual return; and (b) retain the annual return for a period of at least 5 years from the date it ceases to act as registered agent of the company. (4) Where a company fails to file its annual return as required under subsection (1), the registered agent shall, not later than 30 days after the annual return was due, notify the Registrar in writing of that fact by stating (a) the name of the company; (b) the year to which the annual return relates; and (c) the last time the company filed its annual return.

12 (5) This section shall not apply to (a) a listed company; (b) a company that is regulated under a financial services legislation and provides financial statements to the Commission in accordance with the requirements of that financial services legislation; and (c) a company that files its annual tax return to the Inland Revenue Department accompanied by the company’s financial statements. (6) Where a company is part of a group of companies that prepares and maintains consolidated accounts, it shall suffice for the purposes of subsections (1) and (2) to (a) file the consolidated accounts of the group if the consolidated accounts show the accounts of the company; or (b) in the case of more than one company, act in accordance with paragraph (a) or make a single filing which shows the annual returns attributable to each company required to make a filing under this section. (7) For the purposes of subsections (1) and (2), the reference to “year” refers to a calendar year or, if a company’s fiscal or financial year is not a calendar year, the company’s fiscal or financial year. (8) A company that fails to file an annual return within the period specified in subsection (2)(a) is liable to the penalty prescribed in Part II of Schedule 1. (9) Where a registered agent fails to comply with a requirement under subsection (3) or (4), he or she commits an offence and is liable on conviction to a fine of $3,000.”. Section 118 amended 18. Section 118 of the principal Act is amended by inserting after subsection (2), the following new subsection: “(3) Where reference is made in this section and sections 118A and 118B to a company’s register of directors, the register of directors shall include the names of persons who are appointed as alternate directors in accordance with section 130. (4) Subsection (3) shall not apply if the person appointed as an alternate director is, at the time of his or her appointment, already a director of the company, but this shall not preclude a company from recording the name of a director as an alternate director.”. Section 118B amended 19. Section 118B of the principal Act is amended

13 (a) in subsection (1), by deleting the words “A company shall” and substituting the words “Subject to subsection (5), a company shall”; (b) in subsection (2), by deleting the words “Subject to subsection (6), the initial copy” and substituting the words “The initial copy”; (c) by repealing subsection (4) and replacing with the following subsection: “(4)The Registrar shall (a) maintain a copy of a company’s register of directors filed pursuant to subsection (1), including any changes to the register filed under subsection (3); and (b) make available, upon request, a list of directors contained in a company’s register of directors filed with the Registrar.”; (d) by repealing subsection (5) and replacing with the following subsection: “(5) Where a company that was dissolved is restored to the Register (a) in accordance with section 218B (3); or (b) with the appointment by the Court of a receiver in respect of the company, the company is not required to file for registration by the Registrar a copy of its register of directors.”. (e) by repealing subsections (6), (7), (8), (9) and (10); and (f) by adding after subsection (11), the following new subsection: “(12) A reference in subsections (1) to (4) to a copy of a company’s register of directors relates only to the directors of the company as of the date of filing of the copy of register of directors, and includes the filing of a copy of the register containing any changes to the register of directors.”. Section 150 repealed 20. Section 150 of the principal Act is repealed. Section 184 amended 21. Section 184 of the principal Act is amended (a) in subsection (1), by deleting the words “subsection (2)” and substituting the words “subsections (1A), (1B) and (2)”; (b) by inserting after subsection (1A), the following new subsections: “(1B) Where a company intends to continue as a company incorporated under the laws of a jurisdiction outside the Virgin Islands, it shall

14 (a) at least 14 days before making a filing under paragraph (b) (i) advertise a notice of such intention in the Gazette and on its website (if any) and specify the jurisdiction to which it intends to continue; and (ii) notify the members and creditors of the company in writing of such intention; and (b) file with the Registrar a notice of such intention in the approved form, which shall include a declaration that the requirements of paragraph (a) (i) and (ii) have been complied with. (1C) A company that has filed a notice of intention to continue as a company incorporated under the laws of a jurisdiction outside the Virgin Islands may, at any time before the Registrar takes any action under subsection (4), rescind the notice by filing a notice of rescission in the approved form.”. Section 189A amended 22. Section 189A of the principal Act is amended (a) in subsection (2) (i) in the opening paragraph, by inserting after the word “person”, the words “required or”; (ii) by deleting paragraph (b) and substituting the following paragraph: “(b)indicate in writing on the written notice that the list of all approved registered agents in the Virgin Islands with their names and addresses may be found on the Internet site; and”; and (iii) by deleting paragraph (c) and substituting the following paragraph: “(c)file a copy of the written notice.”; (b) by inserting after subsection (2), the following new subsection: “(2A) A person shall resign as registered agent of a foreign company if the business relationship between the person and the foreign company has been terminated in accordance with the laws relating to money laundering, terrorist financing and proliferation financing.”. (c) in subsection (3), by deleting the opening paragraph and substituting the following opening paragraph: “A written notice under subsection (2) shall be sent to”; (d) by repealing subsection (4) and replacing with the following subsection:

15 “(4)If a foreign company does not appoint a new registered agent on or before the date specified in the notice given under subsection (2) (a) the Registrar may remove the name of the foreign company from the Register of Foreign Companies in accordance with section 193A; (b) the registered agent shall be deemed to have resigned as registered agent of the foreign company on the expiry of the date specified in the notice.”; and (e) by adding after subsection (5), the following new subsection: “(6)A registered agent that contravenes this section commits an offence and is liable on conviction to a fine of $2,000.”. Section 189B amended 23. Section 189B of the principal Act is amended (a) in subsection (2), by deleting paragraph (b) and substituting the following paragraph: “(b)advising the company that the list of all approved registered agents in the Virgin Islands with their names and addresses may be found on the Internet site.”; (b) in subsection (3), by deleting the opening paragraph and substituting the following paragraph: “A notice under subsection (2) shall be sent”; and (c) by deleting subsection (4) and substituting the following subsection: “(4)A foreign company which is sent a notice under subsection (2) through a director or other person specified in subsection (3) shall, within 60 days of the date of the notice, change its registered agent in accordance with section 188.”. Section 193B amended 24. Section 193B of the principal Act is amended by repealing subsection (2) and replacing with the following subsection: “(2)The Registrar shall not register a foreign company to which subsection (1) applies, unless the foreign company (a) has applied to be registered within a period of 5 years from the date it was removed from the Register of Foreign Companies; and (b) has paid all fees and penalties that were due to the Registrar at the date that the foreign company was removed from the Register of Foreign Companies.”.

16 Section 196A amended 25. Section 196A of the principal Act is amended in subsection (1) by inserting in its appropriate alphabetical order, the following definition: “business relationship” has the meaning ascribed to it under regulation 2(1) of the Anti-money Laundering Regulations;”. Section 196B amended 26. The principal Act is amended by repealing section 196B of and replacing with the following section: “Filing of notices by voluntary liquidators 196B. Where any notice or other document is required under this Part to be filed by a voluntary liquidator, the notice or document, as the case may be, may only be filed by (a) the voluntary liquidator; (b) a person qualified to act as the registered agent of a company in accordance with section 91(3); or (c) a legal practitioner in the Virgin Islands, acting on behalf of the voluntary liquidator.”. Section 199 amended 27. Section 199 of the principal Act is amended, by repealing subsection (5) and replacing with the following subsection: “(5) The Regulations may (a) in respect of non-Insolvency Act liquidators, provide for the qualifications or categories of individuals who are eligible to be appointed, or to act, as voluntary liquidators; and (b) without prejudice to section 201, provide the types of record voluntary liquidators must collect and retain and for what period.”. Section 201 amended 28. Section 201 of the principal Act is amended (a) in the heading, by deleting the words “of regulated person”; (b) in subsection (3) (a) by deleting the word “and” at the end of paragraph (a); (b) by inserting after paragraph (a), the following new paragraph: “(aa) provide the Commission with any record that a voluntary liquidator is required to collect and retain pursuant to Regulations made under section 199(5); and”; and (c) by adding after subsection (3), the following new subsections:

17 “(4) The voluntary liquidator of a company that is not a regulated person shall (a) send to the registered agent of the company a copy of every document that he or she is required under this Division to file with the Registrar or to send to the directors or members; and (b) provide the registered agent of the company with any record that a voluntary liquidator is required to collect and retain pursuant to Regulations made under section 199(5). (5) A registered agent that receives any document or record under subsection (4) shall keep and maintain such document or record for a period of at least 5 years from the date of receipt of the document or record.”. Section 203 amended 29. Section 203 of the principal Act is amended in subsection (1) (a) in the opening paragraph, by deleting the word “may” and substituting the word “shall”; (b) by deleting the word “or” at the end of paragraph (d); (c) by deleting the full-stop at the end of paragraph (e) and substituting the words “; or”; and (d) by adding after paragraph (e), the following new paragraph: “(f) the voluntary liquidator is not qualified pursuant to Regulations made under section 199(5).”. Section 205C amended 30. Section 205C of the principal Act is amended in subsection (7) by inserting after the word “Court”, the words “appoints or”. Section 205D amended 31. Section 205D of the principal Act is amended in subsection (3) by inserting before the words “voluntary liquidator” in the opening paragraph, the words “a replacement”. Section 207A amended 32. Section 207A of the principal Act is amended (a) by repealing subsection (1) and replacing with the following subsection: “(1) Subject to section 218B(3A), the Court may, at any time after the appointment of a voluntary liquidator under section 199 and before completion of the voluntary liquidation and filing of a statement of completion of the liquidation in accordance with section 208, make an order terminating the liquidation if it is satisfied that it would be just and equitable to do so.”; and

18 (b) by repealing subsection (3A) and replacing with the following subsection: “(3A) An application for an order under subsection (1) shall be served (a) on the Registrar; (b) on the voluntary liquidator, if the application is made by a person other than the voluntary liquidator; and (c) on the Commission, if the application is made in respect of a company that is a regulated person and is made by a person other than the Commission, and the Registrar, voluntary liquidator or Commission, as the case may be, is entitled to appear and be heard on the hearing of the application.”. Section 212 amended 33. Section 212 of the principal Act is amended by adding after the words “Register of Companies”, the words “maintained by the Registrar under section 230 (1)”. Section 213 amended 34. Section 213 of the principal Act is amended (a) in subsection (3) (i) by deleting the words “subsection (1)(a) or (1)(b)” in the opening paragraph and substituting the words “subsection (1)”; and (ii) by deleting paragraph (a) and substituting the following paragraph: “(a) send the company a notice stating that, unless the company shows cause to the contrary, it will be struck from the Register on a date specified in the notice which shall be no longer than 90 days after the date of the notice; and”; and (b) by inserting after subsection (3), the following new subsections: “(3A) For purposes of subsection (3)(a), a notice sent by the Registrar listing more than one company liable to be struck off shall be considered sufficient notice to all the companies listed therein if the notice is sent to the registered agent of the companies concerned. (3B) The registered agent of a company which the Registrar sends a notice under subsection (3)(a) shall, before the end of the period specified in the notice for striking the company off the Register, update (as necessary) and maintain all of the company’s information the registered agent is required to keep,

19 including the company’s register of members, register of directors, and customer due diligence information required under the laws relating to money laundering, terrorist financing and proliferation financing.”. Section 214 amended 35. Section 214 of the principal Act is amended by deleting subsection (1) and substituting the following subsection: “(1)Any person who is aggrieved by the striking off from the Register and dissolution of a company under sections 213 and 216 respectively may, within 30 days of the date of the notice published in the Gazette under section 213(5), appeal to the Court.”. Section 215 amended 36. Section 215 of the principal Act is amended (a) in the heading to the section by adding the words “and dissolution”; (b) in subsection (1), by deleting the opening paragraph and substituting the following opening paragraph: “Where a company has been struck off the Register and dissolved, the company and the directors, members and any liquidator or receiver thereof, shall not”; (c) in subsection (2) (i) in the opening paragraph, by inserting after the words “the Register”, the words “and dissolved”; and (ii) in paragraph (a), by adding at the end of the paragraph before the semi-colon, the words “in accordance with section 217 or 218”; and (d) by deleting subsection (3) and substituting the following subsection: “(3)The fact that a company is struck off the Register and dissolved does not (a) absolve the company from any liability (i) that arose or would have arisen prior to its striking off and dissolution; or (ii) that arises as a consequence of the company acting in contravention of subsection (1); (b) prevent any creditor from making a claim against the company and pursuing the claim through to judgment or execution; or (c) affect the liability of any of the company’s members, directors, officers or agents.”.

20 Section 216 repealed and replaced 37. The principal Act is amended by repealing section 216 and replacing with the following section: “Dissolution of company struck off the Register 216. Where a company is struck off the Register under section 213 (4), the company is dissolved on the date the Registrar publishes a notice of the striking off in the Gazette under subsection (5) thereof.”. Section 217 amended 38. Section 217 of the principal Act is amended (a) by repealing subsection (1) and replacing with the following subsection: “(1)Where a company has been struck off the Register and dissolved, the Registrar may, subject to receipt of an application in the approved form and upon being satisfied that the conditions specified in subsection (2) have been met, restore the company to the Register.”; (b) by repealing subsection (2) and replacing with the following subsection: “(2)The conditions referred to in subsection (1) are that (a) the company was carrying on business or in operation at the date of its striking off and dissolution; (b) a licensed person has agreed to act as registered agent of the company; (c) the registered agent has made a declaration in the approved form that the company’s records have been updated as required under section 213(3B); (d) if, following the striking off and dissolution of the company, any property of the company has vested in the Crown bona vacantia, the Financial Secretary: (i) has signified to the Registrar the Crown’s consent to the company’s restoration to the Register; or (ii) has, within 7 days of receiving a request to give the Crown’s consent to the company’s restoration to the Register, failed to respond to the request giving the Crown’s consent or refusing consent; (e) the company has paid the restoration fee and any outstanding penalties in relation to the company; and

21 (f) the Registrar is satisfied that it would be fair and reasonable for the company to be restored to the Register.”; (c) in subsection (3), by deleting the words “7 years” and substituting the words “5 years”; (d) in subsection (6), by adding at the end of the section before the full￾stop, the words “and dissolved”; and (e) by adding after subsection (7), the following new subsection: “(8)For purposes of subsection (2)(d)(ii), a request sent to the Financial Secretary seeking his or her consent to a company’s restoration to the Register shall be deemed to have been received (a) if sent by post, at the time when the envelope containing the request would have been received in the ordinary course of post; (b) if by direct delivery, the document containing the request is received by the Financial Secretary or by a secretary or clerk at his or her office, whether or not the receipt of the document has been signed for; or (c) if sent by email, the request is shown to have been electronically sent to the correct address.”. Section 218 repealed and replaced 39. The principal Act is amended by repealing section 218 and replacing with the following section: “Application to Court for restoration to the Register 218. (1) A person specified in subsection (2) may make an application to the Court to restore a dissolved company to the Register if (a) the company was struck off the Register and dissolved following the completion or termination of its voluntary liquidation under this Act or liquidation under the Insolvency Act; (b) on the date of dissolution, the company was not carrying on business or in operation; (c) the purpose of restoration is to (i) initiate, continue or discontinue legal proceedings in the name of or against the company; or (ii) make an application for the company’s property that has vested in the Crown bona vacantia to be returned to the company, subject to subsection (4); or (d) in any other case not falling under paragraph (a), (b) or (c) or in which application cannot be made to the Registrar under section 217, the Court considers that, having regard

22 to any particular circumstances, it is just and fair to restore the company to the Register. (2) An application under subsection (1) may be made by (a) the Attorney General or any other competent authority in the Virgin Islands; (b) a creditor, former director, former member or former liquidator of the company; (c) a person who but for the company’s dissolution would have been in a contractual relationship with the company; (d) a person with a potential legal claim against the company; (e) a manager or trustee of a pension fund established for the benefit of employees of the company; or (f) any other person who can establish an interest in having the company restored to the Register. (3) For purposes of subsection (2)(a) and the avoidance of doubt, nothing contained in this section or section 217 shall be construed to prevent the Attorney General or any other competent authority from instituting against a company, legal proceedings or pursuing against the company any matter in relation to a mutual legal assistance request, simply on account that the company has been struck off the Register and dissolved. (4) An application under subsection (1)(c)(iii) shall not be made unless the application is accompanied by the written (a) consent of the Crown signified by the Financial Secretary that the Crown has no objection to the company’s restoration to the Register; (b) response of the Financial Secretary objecting to the company’s restoration to the Register; or (c) a declaration of the applicant that the Financial Secretary has not responded to a request for consent to the company’s restoration to the Register, within a period of 7 days after receipt of the request. (5) An application under subsection (1) may not be made more than 5 years after the date of dissolution of the company. (6) Where a person makes an application under subsection (1), he or she shall serve a notice of the application on (a) the Registrar; (b) the Financial Secretary; and (c) the Commission if, at any time prior to its dissolution, the company was a regulated person. (7) A person upon whom a notice is served under subsection (6) is entitled to appear and be heard on the hearing of the application before the Court.

23 (8) For purposes of subsection (4)(c), a request sent to the Financial Secretary seeking his or her consent to a company’s restoration to the Register shall be deemed to have been received (a) if sent by post, at the time when the envelope containing the request would have been received in the ordinary course of post; (b) if by direct delivery, the document containing the request is received by the Financial Secretary or by a secretary or clerk at his or her office, whether or not the receipt of the document has been signed for; or (c) if sent by email, the request is shown to have been electronically sent to the correct address.”. Section 218A amended 40. Section 218A of the principal Act is amended in subsection (1) by deleting paragraph (a) and substituting the following paragraph: “(a) make an order to restore the company to the Register subject to (i) the Court being satisfied that a licensed person has agreed to act as registered agent of the company; (ii) the registered agent making a declaration in the approved form that the company’s records have been updated as required under section 213(3B); (iii) the company paying the restoration fee and any outstanding penalties in relation to the company; and (iv) such other conditions as the Court considers appropriate; and”. Section 218B amended 41. Section 218B of the principal Act is amended (a) in the opening paragraph of subsection (1), by inserting after the word “shall”, the words “, within 30 days of the making of the order,”; (b) by inserting after subsection (1), the following new subsection: “(1A) If a sealed copy of the order made by the Court is not filed with the Registrar within the period specified in subsection (1), the order shall cease to be valid.”; (c) by repealing subsection (2) and replacing with the following subsection: “(2) On receiving a filed copy of a sealed order under subsection (1), the Registrar shall restore the company to the Register (a) upon being satisfied that the company has complied with the terms and conditions of the sealed order;

24 (b) with the effective date of restoration being the date and time that the copy of the sealed order was filed; and (c) by issuing a certificate of restoration to the Register.”; and (d) by inserting after subsection (3), the following new subsection: “(3A) Where a company that was dissolved is restored to the Register as provided in subsection (3), the company shall, if it is restored (a) in liquidation, file with the Registrar a statement of completion of liquidation when the liquidation is completed, and the company shall (i) be dissolved with effect from the date of filing of the statement of completion; and (ii) not be restored to the Register to carry on business; (b) with the appointment of a receiver, file with the Registrar a statement of completion of the receivership when the receivership is completed, and the company shall (i) be dissolved with effect from the date of filing of the statement of completion; and (ii) not be restored to the Register to carry on business.”; and (e) by repealing subsection (6) and replacing with the following subsection: “(6) Where a company is restored to the Register under this section, the company is deemed never to have been struck off the Register and dissolved.”. Section 219 repealed 42. Section 219 of the principal Act is repealed. Section 230 amended 43. Section 230 of the principal Act is amended (a) in subsection (1) (i) by deleting the word “and” at the end of paragraph (b); (ii) by deleting the full-stop at the end of paragraph (c) and substituting “; and”; and (iii) by adding after paragraph (c), the following new paragraph:

25 “(d)a Register of Persons with Significant Control as shall be defined and kept in accordance with the Regulations.”; (b) by repealing subsection (3A) and replacing with the following subsection: “(3A) The Regulations may (a) provide that specified qualified documents or information, specified types or descriptions of qualifying documents or information, qualifying documents or information filed or provided by specified persons or by specified types or descriptions of persons or all qualifying documents or information may only be filed by electronic means; (b) specify requirements concerning (i) the keeping by the Registrar of the Registers, and of documents and information filed or provided, in electronic or any other form; (ii) the filing of documents or provision of information in both paper and electronic form; and (iii) the issuance by the Registrar of certificates and other documents in electronic form; (c) in relation to the Register of Persons with Significant Control (in this paragraph referred to as “the Register”) (i) require companies to record and transmit to the Registrar information relating to persons who have a significant control in companies incorporated or registered under this Act; (ii) provide for the Register to contain information that (aa) is accurate and complete; and (bb) is publicly accessible; (iii) outline the particulars that should be provided and entered in the Register in relation to an individual, a company and such other person as may be considered necessary; (iv) provide for exemptions from complying with any specified or general obligations as may be considered necessary including, exemption from the scope of the Register, companies (aa) with voting shares admitted to trading on regulated markets specified in the Regulations; or

26 (bb) which are subject to disclosure and transparency rules that are contained in established international standards recognised or approved by the Commission; (v) restrict access to the Register in relation to a person where such restriction is considered necessary (aa) in the public interest; (bb) to ensure compliance with any law relating to data protection; (cc) to protect the person from any risk specified in the Regulations; or (dd) where the person is otherwise an individual that is a child or lacks legal capacity; (vi) exclude a competent authority from the application of any obligation, exemption or restriction provided in the Regulations where such exclusion is considered necessary for the effective discharge of the competent authority’s functions; (vii) specify the category or class of persons in relation to whom information may be recorded in the Register; (viii) prescribe fees to be charged for a request or any other activity made or undertaken under the Regulations; (ix) provide for keeping information entered in the Register up-to-date and notifying any changes with respect to such information; (x) provide for inspection of the Register, with such conditions as may be considered necessary; (xi) make provision for rectifications to be effected to the Register; (xii) empower the Court to make such orders as may be specified in the Regulations or as may be consistent with the rules of court; (xiii) prescribe such offences and penalties as may be necessary for any contravention of a provision of the Regulations; and (xiv) provide for such other matters as are consistent with the purposes of the Regulations.”; (c) by repealing subsection (3B) and replacing with the following subsection:

27 “(3B) Regulations made in relation to subsection (3A)(a) shall not be enforced unless the Registrar has established systems and facilities that enable the specified documents or information to be filed or provided in electronic form.”; (d) by inserting after subsection (3B), the following new subsection: “(3C) Regulations made under subsection (3A)(c) may (a) for the purposes of achieving the objectives of the Regulations, amend or disapply any provision of this Act; (b) provide for the delegation of functions and powers in such manner and to such extent as is not inconsistent with the provisions of the Regulations; and (c) be extended to apply to limited partnerships formed or registered under the Limited Partnership Act and, in such a case, the limited partnerships shall be treated as if they were companies incorporated or registered under this Act notwithstanding anything to the contrary contained in the Limited Partnership Act or any other enactment.”; (e) by repealing subsection (4) and replacing with the following subsection: “(4) The Registrar shall (a) retain every qualifying document or information filed or provided for a period of at least 5 years from the date of dissolution of the company to which the qualifying document or information relates; and (b) not retain any document or information filed or provided that is not a qualifying document or information.”; (f) in subsection (5) (i) in paragraph (a), by deleting the words “document to be filed” and substituting the words “document or information to be filed or provided”; (ii) in paragraph (b), by deleting the words “document to be filed” and substituting the words “document or information to be filed or provided”; and (g) by adding after subsection (5), the following new subsection: “(6) Regulations made under subsection (3A)(c) shall be subject to a negative resolution of the House of Assembly.”. Section 235 amended 44. Section 235 of the principal Act is amended in subsection (1)

28 (a) in the opening paragraph, by deleting the words “The Registrar shall” and substituting the words “Subject to section 98A(5), the Registrar shall”; (b) by deleting the word “and” at the end of paragraph (b); (c) by deleting the full-stop at the end of paragraph (c) and substituting the words “; and”; and (d) by adding after paragraph (c), the following new paragraph: “(d) the company has filed its annual return in accordance with section 98A.”. Schedule 1 amended 45. Schedule 1 of the principal Act is amended (a) in Part II by adding after paragraph 2A, the following new paragraph: “Penalty for failure to file annual return 2B. (1) Where a company fails to file its annual return within the period specified in section 98A(2)(a), the following penalties shall apply: (a) for the first month or part thereof after the filing of the annual return was due, the penalty shall be $300; and (b) for each month or part thereof after the first month referred to in subparagraph (a), the penalty shall be $200, up to a maximum of $5,000. (2) Where a company is liable to the maximum penalty referred to in sub-paragraph (1)(b) and has not filed its annual return, the Registrar may strike the name of the company off the Register in accordance with section 213(1)(a)(ii) of the Act.”; (a) in Part III (i) in paragraph 3 (aa) by deleting the word “and” at the end of the definition of the abbreviation “IBC”; and (bb) by inserting after the definition of the abbreviation “IBC”, the following new definition: “effective date” means the 1st day of July, 2023; and”; (ii) by deleting paragraph 9 and substituting the following paragraph: “Interpretation 9. For the purpose of paragraph 10, a company, however described or defined under this Act, is a bearer share company if

29 (a) it is of a type specified in section 5 (a), (c) or (e); and (b) the company was, prior to the effective date, not prohibited by its memorandum from issuing bearer shares, converting registered shares to bearer shares or exchanging registered shares for bearer shares.”; (iii) by deleting paragraph 10 and substituting the following paragraph: “Fee payable by bearer share company 10. Where, prior to the effective date, a bearer share company was liable to the payment of an increased fee, it shall, from the effective date, be liable to pay the annual fee payable by a company that is not a bearer share company.”; (iv) by repealing paragraph 12; and (v) by repealing paragraph 13. Schedule 2 amended 46. Schedule 2 of the principal Act is amended (a) in Part I, paragraph 1 (i) by redesignating the paragraph as subparagraph (1); (ii) in subparagraph (1) as redesignated (aa) by deleting the definition of “bearer share company” and substituting the following definition: “bearer share company”, subject to subparagraph (2), has the meaning specified in paragraph 9 of Schedule 1;”; (bb) by deleting the word “and” at the end of the definition of the abbreviation “CapCo”; (cc) by deleting the full-stop at the end of the definition of the abbreviation “IBC” and substituting the words “; and”; and (dd) by adding after the definition of the abbreviation “IBC”, the following new definition: “effective date” has the meaning specified in paragraph 3 of Part III of Schedule 1.”; and (iii) by adding after subparagraph (1), the following new subparagraph: “(2) A reference in this Schedule to a bearer share company shall, from the effective date, be treated as a reference to a company whose memorandum is deemed amended by virtue of paragraph 34A (1).”;

30 (b) in Part II (i) in paragraph 2, by repealing subparagraph (3)(b)(iii); (ii) in paragraph 5 (aa) by deleting subparagraph (7) and substituting the following subparagraph: “(7) In the case of a bearer share company, every bearer share in the company shall, from the effective date, be deemed to be converted to a registered share held by the company for and on behalf of the person who, prior to the effective date, owned the share.”; and (bb) by repealing subparagraph (8); (c) in Part IV, Division 1 (i) in paragraph 12 (aa) in subparagraph (1), by adding the word “and” at the end of sub-subparagraph (b); (bb) by repealing subparagraph (1)(c); (cc) in subparagraph (7), by adding the word “and” at the end of sub-subparagraph (a); (dd) in subparagraph (7), by deleting the words “; and” at the end of sub-subparagraph (b) and substituting a full￾stop; and (ee) in subparagraph (7), by repealing sub-subparagraph (c). (d) in Part IV, Division 2 (i) in paragraph 13 (1) (aa) by adding the word “and” at the end of sub￾subparagraph (g); (bb) by placing a full-stop at the end of sub-subparagraph (h); and (cc) by repealing sub-subparagraphs (i), (j) and (k); and (ii) by repealing paragraph 14; (e) in Part IV, Division 5 (i) by deleting the words “Bearer Shares in Grandfathered Bearer Share Companies” in the heading and substituting the words “Bearer Shares in a Bearer Share Company”; (ii) by deleting paragraph 34 and substituting the following paragraph: “Interpretation and application 34. (1)In this Division

31 “bearer share company” has the meaning specified in paragraph 9 of Part III of Schedule 1; “custodian” means an authorised custodian or a recognised custodian approved or recognised as such by the Commission; and “effective date” has the meaning specified in paragraph 3 of Part III of Schedule 1; “existing bearer share” means a share in a bearer share company that was issued as, converted to, or exchanged for, a bearer share prior to the effective date. (2) For the avoidance of doubt, this Division does not apply to the transfer or delivery of a bearer share in a bearer share company where the share has, prior to the effective date, been (a) converted to, or exchanged for, a registered share; (b) redeemed, purchased or otherwise acquired by the company and converted to a registered share; or (c) forfeited and cancelled, and the company does not hold the bearer share for or on behalf of any other person.”; (iii) by deleting paragraph 34A and substituting the following paragraph: “Deemed amendment of memorandum 34A. (1) The memorandum of a bearer share company is deemed to be amended from the effective date to state that the company is not authorised to issue bearer shares, convert registered shares to bearer shares or exchange registered shares for bearer shares. (2) The bearer share company referred to in subparagraph (1) shall, from the effective date, cease to be a bearer share company.”; (iv) by deleting paragraph 35 and substituting the following paragraph: “Existing bearer shares 35. Every existing bearer share of a bearer share company shall, from the effective date (a) be deemed to be converted to a registered share and shall accordingly be treated as if it had been issued on or after the effective date as a registered share;

32 (b) if the owner of the bearer share is unknown, be deemed transferred to the company which shall hold the share in trust for the owner thereof; and (c) cease to be regarded as an existing bearer share.”; (v) by deleting paragraph 36 and substituting the following paragraph: “Redemption of existing bearer shares 36. (1) Subject to subparagraph (2), a bearer share company may, where (a) paragraph 35 applies in relation to an existing bearer share, and (b) the owner of the existing bearer share is unknown to the company, redeem the share, notwithstanding sections 59 to 62 or any provision in the memorandum or articles, in any shareholders’ agreement, or in any other agreement. (2) The bearer share company shall, before redeeming an existing bearer share, publish a notice in the Gazette (a) announcing its intention to redeem the share; (b) stating the redemption price of the share; and (c) indicating the manner in which the redemption is to be effected. (3) The notice referred to in subparagraph (2) shall be published in at least 3 issues of the Gazette over a period of not less than 21 days. (4) Sections 176(3) and 179 shall not apply to the redemption of an existing bearer share in respect of which the bearer share company exercises its power of redemption under subparagraph (1). (5) Where the bearer share company redeems an existing bearer share, it shall hold the proceeds of redemption on trust for the owner of the share.”; and (vi) by deleting paragraph 37 and substituting the following paragraph: “Bearer shares held by a custodian 37. (1) A person who has been authorised or recognised by the Commission as a custodian of bearer shares and has custody of existing bearer shares in respect of a company shall, on or before the effective date, surrender the shares to the company and give notice of such surrender, in the approved form, to

33 (a) the registered agent of the company; (b) the owner of the bearer shares; and (c) any other person who has an interest in the bearer shares. (2) The custodian shall, at the time of surrendering the existing bearer shares pursuant to subparagraph (1), provide a written statement (a) stating the full name of the beneficial owner of the bearer shares; (b) stating the full name of any other person having an interest in the bearer shares, whether by virtue of a charge on the shares or otherwise; (c) where no other person has an interest in the bearer shares, indicating that fact; and (d) containing such other information that is in the custody of the custodian in relation to the bearer shares. (3) The written statement referred to in subparagraph (2) shall be provided notwithstanding that the bearer share company may already have such information in its custody. (4) If, prior to the effective date, a custodian had given the registered agent of a bearer share company, the beneficial owner of the bearer shares and any other person who has an interest in the shares, notice of intention to cease acting as custodian of the shares and the notice was due to lapse on or after the effective date, the notice shall be deemed to have lapsed from the effective date and the custodian shall comply with subparagraph (2) accordingly. (5) A person who contravenes subparagraph (1) or (2) commits an offence and is liable on conviction to a fine of $40,000.”; and (vii) by inserting after paragraph 37, the following new paragraphs: “Bearer shares transferred to registered agent 37A. (1) Where, prior to the effective date, a bearer share company or registered agent is in possession of a bearer share transferred to it by a custodian, the bearer share shall, if not redeemed or converted to, or exchanged for, a registered share before the effective date (a) be deemed to be converted to a registered share on the effective date to be held by the company on trust for the owner of the share; and (b) in the case of a share transferred to the registered agent who had not transferred it to a

34 custodian or the company on or before the effective date, the registered agent shall forthwith transfer the share to the company to be held by the company on trust for the owner of the share. (2) In the case of subparagraph (1)(b), the registered agent shall record and maintain a statement regarding (a) the date the share was transferred to the company; (b) the full name of the beneficial owner of the bearer share; (c) the full name of any other person having an interest in the bearer share, whether by virtue of a charge on the share or otherwise; (d) where no other person has an interest in the bearer share, indicating that fact; and (e) containing such other information as is in the possession of the registered agent in relation to the share. (3) Where a registered agent to whom this paragraph applies contravenes subparagraph (1)(b) or (2), it commits an offence and is liable on conviction to a fine of $40,000. Right to entitlements carried by a deemed registered share 37B. (1) Where a notice exists in relation to a bearer share deemed converted to a registered share in accordance with paragraph 37A(1)(a) specifying the name and address of a person who is to be regarded as having the right to the entitlements carried by that share, that right shall continue to vest in that person unless otherwise determined by the owner of the share. (2) If there is no notice as specified in subparagraph (1), then the entitlements carried by the share shall vest (a) in the owner of the share; or (b) in the company holding the shares on trust for the owner, if the owner does not claim the right to the entitlements. Cessation of authorisation or recognition of custodian 37C. (1) A custodian who was authorised or recognised by the Commission as such shall, if his or her authorisation or recognition is subsisting on the effective date, cease to be authorised or recognised as a custodian the day following the effective date. (2) A custodian who has ceased to be authorised or recognised as such under subparagraph (1) shall continue to be liable under paragraph 37, unless he or she had on or prior to the effective date, complied with the requirements of that paragraph.

35 Register of bearer shares 37D. The register maintained by a registered agent containing the bearer shares of a company shall be maintained by the registered agent for a period of at least 5 years from the effective date. Mortgage or charge of bearer share 37E. (1) Where, on or after the effective date, a mortgage or charge exists in relation to a bearer share of a company, the mortgage or charge shall be deemed to exist with respect to a registered share of the company and may be dealt with in accordance with the provisions of the Act relating to the mortgage or charge of registered shares. (2) Subparagraph (1) does not affect the date on which the bearer shares were registered prior to their deemed conversion to registered shares.”; (f) in Part VI, paragraph 40 of Division 1 (i) in subparagraph (1), by deleting sub-subparagraph (c); and (ii) in subparagraph (7) (aa) by adding the word “and” at the end of sub￾subparagraph (a); (bb) by deleting the words “; and” at the end of sub￾subparagraph (b) and substituting a full-stop; and (cc) by deleting sub-subparagraph (c); (g) in Part VII (i) in paragraph 57, by deleting subparagraph (3) and substituting the following subparagraph “(3) An application under subparagraph (1) (a) may be made by (i) the Attorney General or any other competent authority in the Virgin Islands; (ii) a creditor, former director, former member or former liquidator of the company; (iii) a person who but for the company’s dissolution would have been in a contractual relationship with the company; (iv) a person with a potential legal claim against the company; (v) a manager or trustee of a pension fund established for the benefit of employees of the company; or (vi) any other person who can establish an interest in having the company restored to the Register;

36 (b) shall be made within 5 years of the date that the company was dissolved; and (c) may be made after the applicable re-registration date, or where the company has been struck off and dissolved prior to the applicable re-registration date, prior to that date.”; (ii) in paragraph 58, by deleting subparagraph (2) and substituting the following subparagraph “(2) An application under subparagraph (1) may be made by (a) the Attorney General or any other competent authority in the Virgin Islands; (b) a creditor, former director, former member or former liquidator of the company; (c) a person who but for the company’s dissolution would have been in a contractual relationship with the company; (d) a person with a potential legal claim against the company; (e) a manager or trustee of a pension fund established for the benefit of employees of the company; or (f) any other person who can establish an interest in having the company restored to the Register.”; and (h) by inserting after Part VII, the following new Part “PART VIIA TRANSITIONAL PROVISIONS APPLYING TO STRUCK OFF AND DISSOLVED COMPANIES Interpretation for this Part 60A. (1) For the purposes of this Part “effective date” means the 1st day of January, 2023; “existing struck off company” means a company which, as at the effective date, was struck off from the Register and not restored; “existing dissolved company” means a company which, as at the effective date, was dissolved but has up to 10 years from the date of dissolution within which it may apply to be restored to the Register; “existing period” means (a) the period of 7 years from the struck off date within which an existing struck off company could apply to be restored to the Register under section 217 of the Act; or

37 (b) the period of 10 years from the date of dissolution within which an existing dissolved company could apply to be restored to the Register under section 218 of the Act; “Register” means the Register of Companies maintained by the Registrar under section 230(1) of the Act; and “struck off date”, in relation to an existing struck off company, means the date of publication by the Registrar of a notice striking the existing struck off company from the Register pursuant to section 213(5) of the Act. (2) For the purposes of the application of sections 217, 218, 218A and 218B of the Act to this Part, the references in those sections to “company” shall be construed as if the references were to an existing struck off company or existing dissolved company, as the case may be. (3) For the avoidance of doubt, the reference in this Part to an existing struck off company or existing dissolved company includes a Capco or an IBC. Restoration of existing struck off company to the Register 60B. (1) Subject to subparagraph (2) and notwithstanding anything to the contrary contained in any Part of this Schedule, every existing struck off company has, as of the effective date, 6 months within which it may apply to the Registrar under section 217 to be restored to the Register. (2) Where an existing period in respect of an existing struck off company comes to an end on any date (“the earlier date”) (a) within 6 months of the effective date, the existing struck off company has only up to the end of the earlier date to apply to be restored to the Register; and (b) after 6 months from the effective date, the existing struck off company has only up to the end of that 6- month period within which it may apply to be restored to the Register. (3) Where an existing struck off company makes an application to be restored to the Register, section 217(2)(a) or (d) of the Act shall not apply. (4) Where an existing struck off company is restored to the Register, the company is deemed never to have been struck off the Register. Restoration of existing dissolved company to the Register 60C. (1) Subject to subparagraph (2) and notwithstanding anything to the contrary contained in any Part of this Schedule, every existing dissolved company has, as of the effective date, 5

38 years within which it may apply to the Court under section 218 to be restored to the Register. (2) Where an existing period in respect of an existing dissolved company comes to an end on any date (“the earlier date”) (a) within 5 years of the effective date, the existing dissolved company has only up to the end of the earlier date to apply to be restored to the Register and not beyond; and (b) after 5 years from the effective date, the existing dissolved company has only up to the end of that 5- year period within which it may apply to be restored to the Register. (3) Where an existing dissolved company makes an application to be restored to the Register, section 218(4) of the Act shall not apply. (4) Where an existing dissolved company is restored to the Register, the company is deemed never to have been dissolved. Dissolution of existing struck off company 60D. (1) Where an existing struck off company is not restored to the Register as indicated in paragraph 60B(2), it is deemed to be dissolved on the day following the end of the period specified in that paragraph. Deemed resignation of registered agent 60E. (1) Where an existing struck off company is deemed dissolved in accordance with paragraph 60C, the registered agent of the existing struck off company shall, unless he or she had resigned earlier, be deemed to have resigned (“deemed resignation”) as registered agent of the existing struck off company on the date the company was dissolved. (2) A deemed resignation of a registered agent under subparagraph (1) shall not be construed as absolving the registered agent of his or her obligations under the laws relating to money laundering, terrorist financing and proliferation financing in relation to the existing company, prior to the deemed resignation.”. Appeal under section 217(4) 60F. The period specified in section 217(4) in respect of an appeal to the Court from a refusal of the Registrar to restore a company to the Register shall not apply in reckoning the periods specified in paragraph 60B(1) and (2) in relation to an existing struck off company.

39 Penalty on restoration of existing struck off company deemed dissolved 60G. (1) Where the Court, in the exercise of powers under section 218 of the Act, makes an order to restore to the Register an existing struck off company that is deemed dissolved under paragraph 60D, the company is liable to pay a penalty of $5,000 in addition to complying with the requirements specified in section 218A(1)(a) of the Act. (2) The penalty specified in subparagraph (1) shall not apply if the application for restoration was made by a person other than a creditor, former director, former member or former liquidator of the company. (3) For the avoidance of doubt, the penalty specified in subparagraph (1) shall not be treated as a restoration fee or an outstanding penalty as provided in sections 218A(1)(a)(iii) of the Act.”. Passed by the House of Assembly this 21st day of July, 2022. (Sgd.) Corine N. George-Massicote, Speaker. (Sgd.) Khauesten Industrious, Acting Clerk of the House of Assembly.