Frequently Asked Questions

Q1. What is an Offshore company?

A: In the simplest term, an offshore company is essentially the same as any other company. An offshore company is a company incorporated outside the jurisdiction of its primary operations (such as the BVI, the Cayman Islands, Samoa, Seychelles, and so on). An offshore company usually has a low- or zero-tax rate and is specifically used for international, cross-border purposes and is not permitted to engage in business within the jurisdiction which it is incorporated.

Q2. Why would investors be interested in setting up an offshore company?

A: The benefits of an offshore company are many, including:

• Strong, robust and simpler legal frameworks that reduce business and maintenance costs
• Faster & easier to establish
• Simplified accounting and audit requirements
• Access to capital
• Stronger legal system

Q3. What are the common uses of offshore companies?

A: Offshore companies are being used for a diverse range of activities such as trading, investment, property & asset holding, estate & succession planning, financing, listing on international stock exchanges and acquisition transactions.

Q4. What are the most popular offshore jurisdictions?

A: The BVI has historically been the most popular jurisdictions for investment holding purposes. Samoa and Anguilla companies are increasingly used for investment holding too. Seychelles is used for investments routed to Africa, and Mauritius for investments routed to India. For investors considering an IPO or setting up mutual funds, Cayman Islands companies have been the usual choice. Jersey is popular jurisdiction for wealth planning structures, and investments in the UK. Investments into Europe tend to favour jurisdictions that have have preferential tax on regulatory arrangements with the EU,
such as Cyprus, Malta, the Netherland or Luxembourg.

Q5. What is the difference between a shelf company and a special incorporation?

A: As the term denotes, a ‘shelf company’ is one that is readily available ‘off the shelf’ with standard authorised capital/shares and Memorandum & Articles of Association (M&A) which guarantees that it is clean (i.e. it should never been traded or carried on any other activities and should not have incurred any liabilities or obligations). Conversely, a special incorporation is a customised company where the client specifies his choice of company name, authorised capital/shares and special M&A (where applicable). Special M&A provisions would also be at the client’s direction but lawyer’s review is strongly suggested.

Q6. Where can I get a copy of OIL’s shelf lists?

A: You may download our shelf lists. Alternatively, you may contact us for updated listings.

Q1. How do I order a shelf company?

A: Please review the shelf list and send us your choice of company, or contact your OIL Account Manager.

Q2. Whom are you referring to when you describe ‘an administrator/principal client of a Company’?

A: An administrator/principal client is our contact point in accordance with our records. In most cases, it is the professional firm which initially purchased the company from OIL. An administrator/principal client of record would be the one who receives our annual renewal invoices.

Q3. What should be done if the contact details of an administrator/principal client have been changed? Is there a standard form that can be provided to us?

A: There are no standard forms available. All you have to do is send a written instruction with the name, address, telephone/fax number, contact person and email of the proposed new administrator/principal client for us to update our records. The instruction can be sent via fax, post or email.

Q4. Does OIL accept instructions from a Director and/or Shareholder of a company instead of the administrator/principal client?

A: No. OIL will only accept instructions from the administrator/principal client of a company. Any instructions given by third parties, e.g. Director and/or Shareholder, will not be accepted. However, when an instruction from a third party is received, OIL may assist in seeking consent from our administrator/principal client and will proceed with the instruction once the proper consent has been obtained.

Q5. Can I obtain the details of current Directors and/or Shareholders of a company if I am not the contact person of the company?

A: No. Details of current Directors and/or Shareholders of a company will not be disclosed to any third party who is not the administrator/principal client in accordance with our records.

Q6. What is the difference between Certificate of Incumbency and Registered Agent certificate? 

A: OIL’s standard Certificate of Incumbency lists the names of current directors, officers and shareholders while OIL’s standard Registered Agent attaches copies of registers of directors, officers and shareholders.

Q1. Is there any price difference between buying a BVI shelf company and special incorporation using a name of my choice?

A:  There is no price difference between buying a BVI shelf company and special incorporation using a name of your choice.

Q2. For how long can I reserve a BVI shelf company? What about special name checks?

A: A BVI shelf company can be reserved for 8 calendar days. As for special name checks, it will be reserved for 10 calendar days from the date of approval by the BVI Registry.

Q3. Yesterday, I gave approval to proceed with the incorporation of a BVI company. Today, the client changed his mind and is now considering using another name. Can OIL hold or cancel the incorporation process? Please advise the procedure and cost.

A: Once a company is incorporated, it cannot be put on hold or cancelled. Should your client wish to incorporate the company using another name, the company will need to pass a resolution and file a name change with the BVI Registry. Please contact your Account Manager or OIL Client Services Team on the cost involved.

Q4. What is the procedure when filing for a Change of Name in BVI? How much does it cost? How long it takes?

A: We suggest you provide the proposed name for name check to ensure it will be allowed for use. Following that, please send us the Directors’ or Shareholders’ resolution (depending on your M&A). Generally, the original Certificate of Change of Name will be available about 6 working days after filing. Please contact your Account Manager or OIL Client Services Team for the cost involved.

Q5. What should I do if there is a typographical or spelling error in a shareholder’s name for a BVI Company?

A: The board of directors should note the typo error in the board resolution and pass a resolution to revise the Register of Members. After that, a revised register should be sent to the registered agent to be recorded within 15 days of the change. If OIL has issued certificates with the error in them, an indemnity letter may also be required from the company.

Q6. Who are the current Directors and Shareholders of my BVI Company?

A: Please refer to the corporate records contained in your company kit. In the case where your company kit is misplaced or lost, OIL may assist by retrieving a copy of the Registers of Directors and Shareholders (if any) being kept at the BVI Registered Office for your reference. A handling fee will be charged for this exercise.

Q7. OIL should already have a copy of Registers kept with the BVI Office. Why do I have to provide you with it again?

A: If you are certain that the copy of the up-to-date Registers have already been kept at the Registered Office of the company, you do not need to provide them to us - unless there are changes in its content. However, in circumstances where you would like to obtain a Certificate of Incumbency, we suggest that you provide the Registers at the time of application. This would speed up the process because it takes time to locate the Registers from the BVI Registered Office for preparation of the draft certificate.

Q8. Should I keep the original or the copy of Registers at the BVI Registered Office?

A: It is up to the Board of Directors of the company to decide whether they wish to keep the original or the copy of Registers at the BVI Registered Office.

Q9. In accordance with the BVI BC Act, when is the deadline for filing amended Registers for a BVI company?

A: Under Section 96(2) of the BVI BC Act, the company should notify the Registered Agent within 15 days of any change in the Register.

Q10. I have a BVI company. Can I include pre-emptive rights to its Memorandum and Articles of Association?

A: Under the BVI BC Act, a company can amend its M&A to include pre-emptive rights. The provision states this: before issuing shares that rank as voting or distribution rights (or both), equally with or prior to shares already issued by the company, the directors shall offer the shares to existing shareholders in such a manner that, if the offer was accepted by those shareholders, the existing voting or distribution rights (or both), of those shareholders will be maintained.

Q11. If I want to set up companies in Share Class of A and B, can OIL assist with the incorporation?

A: OIL may assist with incorporation, as well as the M&A with different classes. The client needs to provide us with the amended clauses and/or wordings and type-setting charges will apply.

Q12. What should I do if I did not convert the bearer shares to registered shares in my BVI Company?

A: According to Section 34A, Schedule 2 of the Transitional Provisions in the BVI BC Act, the memorandum of a ‘grandfathered’ bearer share company is deemed to be amended with effect from midnight on 31 December 2009 and states that the company is not authorised to issue bearer shares, convert registered shares to bearer shares or exchange registered shares for bearer shares; and with effect from that time, the company shall cease to be a bearer share company. If the bearer shares of your company have not been converted to registered shares by now, the bearer shares are disabled. We suggest you seek professional advice from a BVI lawyer immediately, and we will be pleased to send you a list of lawyers on request.

13. A BVI company has elected to file its Register of Members with the BVI Registry of Corporate Affairs in the past. Recently, there was a share transfer. Can I send an updated Register of Members for safe keeping with the Registered Office but not file it with the BVI Registry?

A: The answer is No. Section 231 of the BVI Business Companies Act 2004 states that a company which has elected to file a copy of a Register of Members with the Registry shall continue to file such register(s) containing any changes to the Registry. The company is bound by the contents of the copy register filed until it elects to cease registration of changes in the register by filing a notice in the approved form.

Q14. In the Register of Members of a company, should I state the names of registered shareholders and the number of shares held by each of them?

A: Section 41 of the BVI BC Act states that a company shall keep a register of members containing:

• the names and addresses of the persons who hold registered shares in the company;
• the number of each class and series of registered shares held by each shareholder;
• the date on which the name of each member was entered in the register of members; and
• the date on which any person ceased to be a member.

Q15. If I only know a BVI company by name, how can I check who is the Agent or if the company is still in Good Standing? Is any fee incurred in conducting such a search?

A: We can assist in conducting a company search at the BVI Registry of Corporate Affairs. The company search report will cover basic corporate details such as licence fee status etc. Please note that as it is not compulsory to file the directors/shareholders details with the BVI Registry, the search report will generally not reveal information about the directors/shareholders of the company.

Q16. What kind of documents do I need for filing the Register of Charges/Discharge in BVI?

A: For filing Register of Charges, please provide OIL with either a draft Register of Charges or a charge document so that we can prepare the draft for the Register of Charges.

For filing Register of Discharge, please provide OIL with a copy of the initially filed Register of Charges and release evidence, e.g. Deed of Release, Confirmation of Release from the Bank.

Q17. How do I apply for a Certificate of Incumbency?

A: Please send us a written instruction together with an up-to-date copy of the Register of Directors and Register of Members, and advise if a particular format is to be used e.g. HSBC format.

Q18. My client would like to obtain a Notarial Certificate (to be notarized by a Notary Public) in respect of the Certificate of Incumbency for a BVI Company. Does OIL have any sample Notarial Certificate with Certificate of Incumbency?

A: A Notarial Certificate is a customised document generally prepared on a case-by-case basis. Should you have an actual case, we will be pleased to provide you with a draft certificate with a quotation of our fee when we receive your instruction to proceed with it.

Q19. Is a Notary Public and a BVI lawyer one the same?

A: A Notary Public in the common law world is a public officer constituted by law to serve the public in non-contentious matters usually relating to estates, deeds, powers-of-attorney, and foreign and international business.

Q20. What is the time frame for arranging legalization?

A: It depends on the types of documents as well as the embassy involved. In general, it takes 3-4 weeks to complete the process.

Q21. How long does it take if a BVI company increases its authorized shares? What is the cost? Should the M&A be adopted or not?

A: It takes around 4 working days to receive the stamped resolution/ re-stated M&A from the Registry of Corporate Affairs. Please contact your Account Manager or OIL Client Services Team on the cost involved.

The company shall file for registration (i) a resolution on amendments to the M&A or (ii) a restated memorandum or articles incorporating the amendment made.

Q22. How long does it take to renew a BVI Company? What is the amount of the penalty after the Annual Licence Fee deadline has elapsed?

A:  It usually takes 1 to 2 working days after payment is received for the renewal of a BVI company. If payment is not received by the specified date, a penalty will be imposed by the BVI Registry depending on the date on which the payment is to be made. For further details, please contact your Account Manager or OIL Client Services Team.

Q23. Will my BVI Company be struck off if I do not pay annual licence fee and when?

A: If no payment is made, a BVI company will be struck off by the BVI Registry 5 months after its annual licence fee is due. For example, if a company does not settle its annual licence fee by 10 May 2011, it will be automatically struck off on 1 November 2011.

Q24. How do I close down a BVI Company? Any other options?

A: Provided that your company is solvent, you can arrange for voluntary liquidation. It is a formal and complete way of winding-up your company. Upon completion, a Certificate of Dissolution will be issued by the BVI Registry of Corporate Affairs.

Q25. What is the difference between striking off and winding up in BVI?

A: Striking off is not a formal way of winding up. Please refer to Section 215 of the BVI BC Act 2004 for the effect of Striking Off.

Q26. I would like to know the cost and procedure to re-register the BVI Company to get it backed up and running?

A:  To restore a company, all outstanding licence fee with penalty, restoration fee etc. must be settled. Also, it needs to provide the required due diligence information. Please contact your Account Manager or OIL Client Services Team for details.

Q27. In BVI, what should I do if the sole director/shareholder becomes deceased?

A: Assuming that the company has only one member who is an individual and that member is also the sole director of the company, and that this sole member/director has not nominated a reserve director under Section 113(7) of the BVI BC Act, if the sole director/member dies, the executor or the personal representative must apply for a Grant of Probate or Grant of Letters of Administration from the BVI Court through a BVI lawyer. With the Grant of Probate or Letter of Administration, he/she needs to apply for rectification of the share register from the Court so that the said executor or personal representative can be entered on the register of members as shareholder in place of the deceased shareholder. Once that is done, the sole shareholder can appoint new directors so that the company can become operational again.

Clients are advised to seek their own independent legal advice for specific situations.

Q28. What are the advantages in using a BVI Share Trust? I hold my shares personally, and have a Will that covers my assets, so why should I consider a Share Trust?

A: A Share Trust confers the following practical advantages:

• The shares placed in the trust will be transferred to your named beneficiaries;
• Automatic succession to the office of director or the company;
• Free enjoyment of dividend income by the Settlor during his/her lifetime;
• Retention of effective control of the company; and
• Easily reversible

If you hold shares in a BVI company directly, the following circumstances apply. However they will not occur if shares are held in a Share Trust:

• In the event of your death, the executor named in your Will will have to apply to the BVI Courts to obtain a Grant of Probate to your estate. Only after a Grant has been issued can your executor transfer your shares to your named beneficiaries. A Grant of Probate is a public document in the BVI and the contents of your Will can be viewed by the public. It takes between 3 - 6 months to obtain a Probate in the BVI, depending on whether the person dies with or without a valid Will that covers his/her assets. In a complicated or contested estate, it can take longer.
• If you are resident outside of BVI, on your demise, your heirs will need to apply for a Grant of Probate or Letter of Administration to deal with your shares because shares in a BVI business company are within the jurisdiction of the BVI Courts.
• If two persons are registered as joint tenants, joint ownership will not require a Probate application in the BVI. However, when the surviving joint owner dies, a Probate application is required.

Q29. What is OIL’s Registered Office in the BVI?

A: P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands.

Q30. What is the information required for application for approval where it is desired to register a company with a restricted name in the BVI?

A: An application seeking the approval of the Commission for use of a restricted name must be submitted in advance of the filing of documents for the registration of a company or the application for licensing. In considering an application for approval to use a restricted name, the Commission shall have due regard to the information provided in the approved form. The Commission may seek addition information in respect of the application for consideration. Any additional information or clarification provided by an applicant shall be in writing. Fee payable on application for use of a restricted name, please contact your OIL Account Manager for more details.

Q31. Is it difficult to obtain remedies against shareholders or directors of BVI companies in the BVI?

A: There is a common misconception in Asia that it is difficult to obtain remedies against shareholders or directors of BVI companies. In fact, the BVI is the most effective place to seek relief.

BVI shareholder rights in BVI companies

Shareholders in a BVI company can ask the BVI Court to (i) regulate the affairs and conduct of the BVI company; (ii) require the directors to act or not act; (iii) seek minority protection to stop majority shareholders from oppressing the minority shareholders; (iv) obtain a buy-out shares at fair market value or redeem the shares of other shareholders; (v) wind up the company and distribute its assets to creditors and shareholders. The BVI Courts are common law courts based on the highest standards of English law and fairness.

Creditors of BVI companies

Creditors of a BVI Company can bring a winding up petition based on the debt owed by the company wherever in the world the debit arises and under whatever foreign law the debit arose. The BVI Court will freeze the company’s assets pending enforcement/judgment.

There is no requirement for reciprocal treaties to enforce a foreign judgment in the BVI. Enforcement of a foreign judgment in the BVI Court can be achieved under the common Law.

If a shareholder does not obey it, the BVI Court can confiscate the shares of the shareholder in a BVI company in contempt or enforcement/execution proceedings.

The BVI Court is common law court based on the highest standards of English law and fairness.

Q32. Can we amend the memorandum of my BVI company so as to include several classes of shares such as common shares, preference shares, redeemable shares, etc.?

A: Yes. According to section 9(1)(e) of the BVI BC Act, a company shall state in its memorandum the classes of shares that the company is authorised to issue and, if the company is authorised to issue two to more classes of shares, the rights, privileges, restrictions, and conditions attaching to each class of shares.

Q33. I have a BVI company incorporated in 2001 under the former International Business Companies Act. I understand my company was automatically re-registered under the Business Companies Act ("BC Act") in January 2007, and I heard that there are recent amendments passed for the BVI BC Act. Please advise what I can do to capture the new features of the BC Act to my company?

A: In order to capture the new features of the BC Act, you may pass a resolution to adopt a fully-compliant BC M&A and disapply the grandfathered provision. For details, please contact us for sample M&A and sample resolution for review and consideration.

Q34. How should we treat the consideration received from the issue of share of a BVI Business Company*?

A: The BVI Business Companies Act, 2004 (the Companies Act) does not have a concept of surplus or share premium. A dividend payment or other distribution can only be made if the directors determine that after the payment of the dividend or the other distribution the company would satisfy the solvency test section 57(2). There is no requirement to demonstrate surplus or any other form of distributable reserves.

Under the Companies Act there is no multiple designation of the consideration received for the issue of shares: it is not divided between capital and share premium or surplus, and there are no special restrictions placed on the use of the consideration.  It is simply treated as an asset of the company.

* The BVI Former Act Company (IBC) which automatically re-registered as BVI BC but has yet to elect to amend its M&A and as such, still need to comply with the grandfathered provisions.

Q35. If a BVI Company was struck off the Register by the Registry of Corporate Affairs due to non-payment of its licence fee, then how long would it take for that company name to be released for re-use? If the name of the company has been reused, what would happen if such company applies for restoration in future? 

A: A company that is struck-off the Register will be deemed to be dissolved seven years after strike-off. The company name may be reused at any time after the company is dissolved. If the name of the company has been reused in accordance with the Act, the company is restored to the Register with its company number name.

Q36. If a BVI company has changed its name, can its affiliated company reuse such old name? 

A: According to Section 14 of the BVI BUSINESS COMPANIES REGULATIONS, 2012, the BVI Registrar may permit the previous name of the first company to be registered to a second company under the following scenario:

(a) at any time after the expiry of a period of seven years from the date that the first company changed its name; or
(b) if the first company provides its written consent,
(i) where the Registrar is satisfied that the change of name is part of a genuine sale of the  business or undertaking, or a substantial part of the business or undertaking, of the first company to the second company, at any time after the first company has changed its name;
(ii) where the Registrar is satisfied that the first company and the second company are affiliates, at any time after the first company has changed its name; or
(iii) in any other case, after the expiry of a period of three years from the date
that the first company changed its name.

 

Q1. Aside from BVI, in which other jurisdictions does OIL offer shelf companies for sale?

A: We have shelf companies available in Anguilla, Cayman Islands, Hong Kong, Samoa, Seychelles and Singapore.

Q2. What are the differences among BVI, Samoa and Cayman Islands? Which jurisdiction is better?

A: Every jurisdiction has its own features and characteristics. You may refer to our OIL Comparison Chart and select a jurisdiction that best suits you/your clients’ needs.

Q3. When can I expect to receive the English name check results?

A: Results of name check varies from jurisdiction to jurisdiction. In the case of popular jurisdictions such as the BVI, Cayman Islands, Samoa, Seychelles and Singapore the results are usually available on the same or next working day.

Q4. What are the procedures in buying a Hong Kong shelf or a customised company from OIL?

A: You may select a Hong Kong company from our shelf list for immediate use. However, as OIL is recorded as First Director, Secretary, Founder Member and has provided Registered Office address to these shelf companies, you will need to file changes to put into effect the change of directorship, shareholding and registered office to yourselves/your clients within 30 days. A copy of the relevant forms (i.e. filed Form D2, R1 and stamped share transfer forms) must be sent to us for our records. In the case of a customized Hong Kong company using the name of your choice, you have to provide us with the completed Form NC1 for submission to the Hong Kong Companies Registry. For further details, please contact your Account Manager or OIL Client Services Team.

Q5. When is the annual licence fee of a Samoa company due each year? What about Seychelles?

A: The annual licence fee for a Samoa company is due no later than 30 November in the year following incorporation. As for a Seychelles company, it is payable before the anniversary date of incorporation.

Q6. When is the annual licence fee due for a Cayman Islands company?

A: The annual licence fee and local Registered Office fee for a Cayman Islands company are due on the first renewal date of 31 December.

Q7. What are the procedures for Chinese name checks with respect to Cayman Islands companies?

A: Company names with Chinese characters can be authenticated by the Cayman Registry for a fee. This fee is not refunded even if the Chinese name is not approved by the Registry. Normally, the result will be known in about 2-3 weeks. A translation letter must be submitted to the Registry for authentication (a sample of our translation letter will be available upon request). The Chinese characters can be in the traditional or simplified form.

Q8. What should I do if I want to add a Director/ Shareholder for the company?

A: Please refer to the Memorandum and Articles of Association under the relevant clauses in relation to appointment of new Director and allotment of shares. The following procedures and documents are required:

• Directors resolutions;
• Consent to act as director;
• Application for shares;
• Update of Registers of Directors and Members;
• Keep updated registers at the Registered Office;
• File updated registers or the changes with the Companies Registry if it is a mandatory requirement by the Companies Act.

Q9. What are the Registers filing requirements in the different jurisdictions? E.g. copy or original and due dates.

A: Please refer to the footnote of each jurisdiction. Specifically, under the registers of directors, officers and members and the filing requirements of the registers at the registered office.

Q10. I need to order a Certificate of Incumbency. What are the procedures?

A: Please send us a written order via fax or email and attach a copy of the company’s up-to-date Register of Directors, Members and Secretaries. If the Certificate of Incumbency is meant for submission to a Bank, please specify the name of the Bank as the format may differ for different banks. Processing time is about 3 to 4 working days for the original Certificate of Incumbency.

Q11. How long does it take for me to receive the original Certificate of Good Standing?

A: For most jurisdictions, a copy of the Certificate of Good Standing would be available within 2-4 working days and the original can be ready in Hong Kong in about 2 weeks.

Q12. How long does the change of name take?

A: Depending on the jurisdiction, it will take 1-4 days for a copy of the Certificate of Incorporation on Change of Name to be available and within 2 weeks for the original to be ready in Hong Kong.

Q13. Please refer to the attached draft resolution regarding the change of name of an Anguilla company. Do I need to provide an original or copy of the resolution to OIL for filing? Please also advise me on how long it will take to get a new Certificate of Incorporation with a new company name.

A: Please send us a copy of the resolution to facilitate the filing of the Change of Name via Anguilla’s Commercial Online Registration Network (ACORN). A copy of the Certificate of Incorporation on Change of Name will be available in 1-2 working days and the original certificate will be ready in Hong Kong within 2 weeks.

Q14. How do I increase the share capital of a Cayman Islands company?

A: A Cayman exempted company may pass shareholders’ resolutions to increase its authorised share capital. The resolution to increase the authorised share capital and payment of capital duty and filing fee should be submitted to the Companies Registry within 30 days from the date of the resolution. Otherwise, late filing penalty equivalent to USD12.20 for each day (up to a maximum of USD610) may be imposed.

Q15. Can OIL conduct a search including, but not limited to, company search, litigation, or properties search for company(ies) in Singapore?

A: We can only assist in conducting a company search via the Accounting and Corporate Regulatory Authority (ACRA) in Singapore.

Q16. How long does the PRC legalization of Samoa and Seychelles companies take?

It will take around 4 weeks to complete.

Q17. Are there any countries that restrict or disallow re-domiciliation of companies?

A: Most of the jurisdictions permit re-domiciliation to other jurisdictions. However, there are no re-domicile provisions under the Hong Kong and Singapore Companies Laws.

Q18. When will the annual fees of an Anguilla International Business Company (IBC) be due?

A: Annual fees of an Anguilla IBC are payable on the first day of the calendar quarter in which the company was incorporated. Penalty will not be incurred if the annual fees are paid not later than the last day of the calendar quarter, i.e. 31 March, 30 June, 30 September and 31 December.

An IBC that fails to pay the annual fees by the due date shall, in addition to the annual fee, pay a penalty of an amount equal to 10% of the annual government fee.

An IBC that fails to pay the annual fee and the penalty due before the expiration of 3 months from the due date shall, in addition to the annual fee, be liable to pay a penalty of an amount equal to 50% of the annual government fee.

If an international business company fails to pay any fee or penalty required to be paid the Registrar may strike it off the Register.

Q19. What are the filing requirements of the Register of Directors and Officers of a Cayman Islands company in Cayman Islands?

A: According to Section 55 of the Cayman Islands Companies Law (2011 revision), every company shall comply with the following:

• keep at its registered office a register containing the names and addresses of its directors and officers,
• within thirty days notify the Registrar of any change that takes place in such directors or officers.

Any company who fails to comply with any of the provisions of section 55, shall incur a penalty of CI$10 (US$12.2) for every day during which the default continues up to a maximum of CI$500 (US$610) for each default, and every director and manager of the company who shall knowingly and willfully authorise or permit such default shall incur the like penalty.

Q20. What are the filing requirements of the Register of Directors and Officers of a Bahamas
International Business Company in Bahamas?

A: According to Section 44 of the Bahamas International Business Companies Act, every company shall comply with the following:

• Keep at its registered office a register of directors and officers containing the names and addresses of its directors and officers, the date on which each person was appointed as/ceased to be a director or officer,
• Within twelve months notify the Registrar of Companies of any appointment of the directors and officer and any change in the directors or officers.

Where the register of directors and officers has not been filed within twelve months after the appointment of the directors and officer the company may be struck off the Register.

According to Section 182 of the Bahamas International Business Companies Act, a person who without reasonable cause contravenes any section of this Act for which no other penalty is provided is guilty of an offence and shall be liable on summary conviction to a fine of ten thousand dollars or to imprisonment for two years.

Q21. What documents of a Seychelles International Business Company (IBC) are required to be kept at the Registered Office in Seychelles ?

A: The Registered Office should, as a minimum, retain for every IBC, a copy of its Certificate of Incorporation, a copy of the Memorandum and Articles of Association, any amendments thereto, the original of the Register of Directors and Officers and the original or copy of the Register of Members. All minutes and resolutions, Register of Charges and the accounting record shall be kept at the Registered office, if not kept at the Registered Office the Company shall inform the Registered Agent of the place at which such documents are kept.

Q22. If a Cayman Islands Company has not filed a copy of the Register of Directors and Officers within ninety days of the incorporation, how much penalty shall be incurred?

A: On the 91st day, the penalty for failing to file the Register of Directors and
Officers will be CI$1,100/ US$1,342. On the 95th day or over, the penalty will be assessed at the maximum of CI$1,500/ US$1,830.