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Companies Act 2006

Companies Act 2006. Liz Berry Senior Adviser – Policy and Legal Unit Financial Supervision Commission 24 October 2006. So what’s new about the NMV. Registrar of Companies Types of companies and powers Key distinguishing features. Registrar of Companies.

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Companies Act 2006

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

  2. So what’s new about the NMV • Registrar of Companies • Types of companies and powers • Key distinguishing features

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

  4. Company types • limited by shares/by guarantee • limited by shares and by guarantee • an unlimited company with shares/without shares (CA06, s.1)

  5. Company’s powers • Unlimited corporate capacity (CA06, s.21) • May specify purpose but still has unlimited capacity (CA06, s.5(3)) • Third parties can rely on power of directors to bind the company (CA06,s.22)

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

  7. Articles of Association • Model articles – a starting point • To utilise flexibility inherent in 2006 Act can tailor own articles (CA06, s.2(1)(b)) • Default to model (CA06, s.2(1)(b) & s.6(3))

  8. Key distinguishing features • Flexible and modern corporate vehicle • Fewer formalities and filing requirements • No capital maintenance requirements (replaced by solvency test)

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

  10. Key distinguishing features • Corporate director (restricted to CSPs) (CA06, s.91(7)) • Single director permitted (CA06, s.95(1)) • Persons not permitted to act as directors including minors (CA06, s.93)

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

  12. Key distinguishing features • No annual accounts • Solvency test e.g. before paying a dividend (CA06, s.49) • No annual general meeting

  13. Registered agent’s responsibilities • Company’s incorporation • Filing documents with Registrar • Annual return

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

  15. Register of charges • Copies of all documents filed by company • Accounting records (CA06, s.78 & s.80) • Minutes of meetings of members and directors (CA06, s.79)

  16. Right to inspect records • Members • Directors • Attorney General • Financial Supervision Commission

  17. Re-registration & redomiciliation • Re-registration of 1931 Act companies (CA06, s.148) • Redomiciliation into and out of IOM (CA06, Part XI) • Simple procedure to bring your BVI companies home

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

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