British Virgin Islands company law

Last updated

The British Virgin Islands Financial Services Commission has responsibility for oversight of British Virgin Islands companies. BVI Financial Services Commission.JPG
The British Virgin Islands Financial Services Commission has responsibility for oversight of British Virgin Islands companies.

The British Virgin Islands company law is the law that governs businesses registered in the British Virgin Islands. It is primarily codified through the BVI Business Companies Act, 2004, and to a lesser extent by the Insolvency Act, 2003 and by the Securities and Investment Business Act, 2010. The British Virgin Islands has approximately 30 registered companies per head of population, which is likely the highest ratio of any country in the world. Annual company registration fees provide a significant part of Government revenue in the British Virgin Islands, which accounts for the comparative lack of other taxation. This might explain why company law forms a much more prominent part of the law of the British Virgin Islands when compared to countries of similar size.

Contents

History

The first companies legislation in the British Virgin Islands was the Companies Act, 1884. However the great leap forward for company law in the jurisdiction occurred in 1984 with the passing of the International Business Companies Act, 1984. That legislation was passed specifically to try and promote the incorporation of offshore companies as a method of economic development in the wake of the cancellation by the U.S. of the double taxation treaty which had existed between the two countries prior to that time. [1] The International Business Companies Act was enormously successful, and resulted in the registration of a large number of companies. However, in the early 2000s the British Virgin Islands came under external pressure to repeal statutes such as the International Business Companies Act which provided for "ring-fenced" taxation (i.e. entities which were exempt from taxation in the British Virgin Islands provided they did not engage in business within the jurisdiction). This led ultimately to the repeal of both the Companies Act and the International Business Companies Act and their replacement with the BVI Business Companies Act, which provided for equal tax treatment of all companies. [2] The change had relatively little impact on incorporation rates as the British Virgin Islands imposes virtually no form of direct taxation.

Registering a company

The British Virgin Islands Companies Registry (part of the Registry of Corporate Affairs). British Virgin Islands Companies Registry (2).jpg
The British Virgin Islands Companies Registry (part of the Registry of Corporate Affairs).

In the British Virgin Islands, only a licensed registered agent can form a company. [3] It is not possible for a member of the public to do so. The principal reason for this is to reinforce anti-money laundering obligations under the Anti-Money Laundering and Terrorist Financing Code of Practice, 2008. Any person who wishes to form a registered company must do so through a licensed agent, and the agent is required (amongst other things) to obtain client due diligence (sometimes referred to as "know your client", or KYC) to comply with the regulations. [4]

Almost all companies formed in the British Virgin Islands are now registered under the BVI Business Companies Act (although a large number of existing companies were originally registered under the International Business Companies Act). In addition there are a small number of statutory corporations, most of which serve some kind of public function. [5] Under the BVI Business Companies Act it is possible to register five broad types of company: [6]

  1. Company limited by shares
  2. Company limited by guarantee and not authorised to issue shares
  3. Company limited by guarantee and authorised to issue shares
  4. Unlimited company authorised to issue shares
  5. Unlimited company not authorised to issue shares

In practice the vast majority of companies are registered as companies limited by shares.

Furthermore, when registering a company, the company may also further be registered specifically as:

  1. Segregated portfolio company
  2. Restricted purpose company

A segregated portfolio company is a company which segregates the assets and liabilities of different classes of shares from each other and from the general assets of the company. All segregated portfolio companies are required to include the designation "(SPC)" within their name, and must comply with the Segregated Portfolio Company Regulations, 2005. [7] A restricted purpose company is a special type of company intended for use in bankruptcy remote bond issues, and which only has limited corporate capacity to undertake certain specific purposes.

Slightly unusually, in the British Virgin Islands the formation of a company does not involve the issuing of subscriber shares. Accordingly, when a company is incorporated it initially has no members. The registered agent has a statutory power to appoint the first directors of the company, and the first directors can then receive subscriptions and issue shares. However, until the first shares are issued the directors are personally liable for anything which they do in the name of the company.

BVI enjoys 0% Taxation, no auditing and no paid up capital requirement. With over half its income coming from the licensing of offshore companies and related services, the BVI is a significant global player in the offshore financial services industry. Once frequently labelled as a "tax haven", the territory has fought hard against the label in recent years, signing the Multilateral Convention on Mutual Assistance in Tax Matters in June 2013. Re-positioning itself as a responsible international financial centre and tax planning destination, the BVI has turned its attention to Asia-based clients. [8]

Corporate personality

In the British Virgin Islands a company has separate legal personality from its members (unlike, for example, a partnership registered under the Partnership Act, 1996). The liability of the members of a company is limited to their shares or the amount of their guarantee. [9] Similarly, directors or officers of a company are not normally liable for the company's debts except insofar as they may otherwise be liable for their own conduct or actions. [10] The primary circumstances where liability may be imposed upon directors in relation to their acts as directors are (1) where the company has no members, (2) where a person acts as a director despite being disqualified, (3) where the director authorises payment of an unlawful distribution which cannot be recovered, (4) where the director is guilty of trading whilst insolvent, misfeasance or fraudulent trading, or (5) where the director undertakes personal responsibility or liability for certain actions. [11]

Conversely, the assets of a company are regarded as belonging solely to the company and not the company's members. In exception circumstances the courts are prepared to "pierce the corporate veil" and treat the assets of the company as belonging to the members (or, conversely, treat the company's obligations as the obligations of the members), but the circumstances in which this will be done are rare and exceptional. [12]

Corporate constitution

The corporate constitution of a private company registered under the BVI Business Companies Act consists of the memorandum and articles of association. Although these are technically two separate documents, and the companies legislation contains detailed provisions at various points as to what provisions should appear in the memorandum and which should appear in the articles, for all intents and purposes the documents are co-joined and filed as a single continuous document.

The memorandum and articles of association of a company are available for public inspection at the Companies Registry. The memorandum and articles of association can normally be amended by a simple resolution of the members and usually (subject to certain minor limitations) by a resolution of directors, [13] although some companies include restrictions on this process within their corporate constitution.

The company's memorandum and articles may be supplemented by a shareholders' agreement. Ecrivains consult - Texte 4 mains.jpg
The company's memorandum and articles may be supplemented by a shareholders' agreement.

Any amendment to the memorandum or articles normally only becomes effective when filed at the Companies Registry. [14] In exceptional circumstances the court has power to order that an amendment should take effect at an earlier date (but not earlier than the date of the actual resolution which was passed approving the amendment). [15]

Where the company is formed as a joint venture between two or more parties, or where there is a private equity investor, it is quite common for a company's constitutional arrangements to also be regulated under a shareholders' agreement. However shareholders' agreements are not publicly filed in the British Virgin Islands. Furthermore, various matters are required by law to be regulated in the memorandum of association of the company, [16] irrespective of the provision of any shareholders' agreement.

Statutory corporations do not have constitutional documents in the same sense that private companies do. In practice their constitution usually comprises the statute or charter, together with the internal by-laws of the company. In some cases the by-laws are issued by way of subsidiary legislation. [17]

Corporate governance

The business and affairs of a British Virgin Islands company are managed by its board of directors. [18] The board must consist of one or more persons, and these may be individuals or companies. Directors owe strict duties of good faith to exercise their powers for a proper purpose and in the best interests of the company. [19] In relative terms, directors are comparatively powerful under British Virgin Islands law. In most cases directors can appoint further directors and amend the company's constitution. There are extremely few matters of corporate governance whereby the board is required to obtain the approval of the company's members.

The members of the company are legally the owners of the company. Although they do not have the power to dictate to the directors how the company should be managed, [20] they have the power to appoint and remove the board, and through this power exercise indirect control. Resolutions may be passed by the members formally or informally pursuant to the Duomatic principle. Members typically operate by a simple majority vote (there being no statutory concept of "special resolutions" in British Virgin Islands law any more), although there are special statutory provisions to protect minority shareholders against "unfair prejudice" on the part of majority shareholders, [21] and this is largely based upon unfair prejudice in United Kingdom company law.

A board of directors may pass resolutions at a meeting (pictured) or by way of circular written resolutions. Direktorium LDE.jpg
A board of directors may pass resolutions at a meeting (pictured) or by way of circular written resolutions.

The directors owe their duties to the company itself, and not to the individual members. [22] Accordingly, where a director acts in breach of their duty, then the proper claimant in any action is the company itself. If the company is unable to take any action (because it is controlled by the wrongdoer) the court may authorise a member to bring proceedings in the name of the company by way of derivative action. [23] However the measure of damages will be the loss to the company, and only the loss to the company. A shareholder cannot sue a person for a wrong committed against the company for the "reflective loss" to the value of their shareholding, as this would result in the wrongdoer paying double compensation for the same wrong (once to the company and once to the shareholders). [24]

The emphasis of British Virgin Islands company law is to protect the rights of creditors and members (i.e. the sources of capital) as the key stakeholders in the company. The rights of other stakeholders, such as employees, customers and wider society are given comparatively little protection. This reflects the offshore nature of most British Virgin Islands companies, and the different social and economic environments in which they operate.

At present there is no securities regulation in relation to public issuance of securities in the British Virgin Islands. Although Part II of the Securities and Investment Business Act, 2010 purports to regulate public issues of securities, this Part has not yet been brought into force (nor has Part V, dealing with market abuse).

Companies in the British Virgin Islands are subject to various statutory record keeping obligations. However, with a few exceptions, there is limited public access to corporate records. [25]

Shares and shareholders

Although British Virgin Islands companies can be formed without the power to issue shares, in practice almost all companies are registered as share issuing companies. It is sometimes said - misleadingly - that the British Virgin Islands has abolished the concept of share capital. [26] This is based upon the removal of the requirement to state an authorised capital in a company's constitutional documents (instead a company only needs to state the maximum number of shares it is authorised to issue), combined with the abrogation of capital maintenance rules (in the British Virgin Islands so long as a company remains solvent after the distribution, it can distribute money or other assets back to its shareholders by way of dividend or share redemptions [27] ). That power does not, however, remove the requirement to account for the share capital in the company's books of account. Furthermore, various other British Virgin Islands statutes require companies conducting certain types of business to maintain certain levels of share capital.

The approach to share capital in the British Virgin Islands is extremely flexible, and this reflects the desire to maintain the appeal of companies formed in the jurisdiction for finance transactions. Some of those features include:

Shareholders in a British Virgin Islands company do not enjoy statutory pre-emption rights or rights of first refusal in relation to new issuances or sales of shares. Although companies may opt into a statutory pre-emption scheme provided for under the legislation, in practice relatively few companies do so. Companies may provide for bespoke provisions relating to such rights in their constitutional documents, and this will sometimes occur in joint ventures or where preferred shareholders invest in the company.

Shareholder voting in the British Virgin Islands is still predicated by the normal basis of majority-control. However, where the majority exercises their power in a way which is unfairly prejudicial to the minority shareholders, the court may give relief to the minority shareholders. [28] However, the minority shareholders will need to satisfy the court that the conduct of the majority was unfair - simply exercising their votes to overrule the minority is not unfair in and of itself. The court also has power to order that a minority shareholder may bring proceedings on behalf of the company against a party whom the company has claims against where the wrongdoers are effectively in control of the company and refuse to take action. [29]

British Virgin Islands companies still technically have the power to issue bearer shares where their constitutional documents so provide. However, bearer shares have become so circumscribed that they are rarely seen in practice. Companies which issue bearer shares are subject to punitive increased licence fees, and all bearer shares are required to be held by licensed custodians ("de-materialised" in the parlance of the statute) and so operate in much the same way as registered shares in any event. Bearer shares which are not deposited with a licensed custodian are disabled by law, and cannot vote or receive distributions.

Debt finance

British Virgin Islands companies are often capitalised primarily with debt rather than equity, whether it is by way of intra-group debt or external borrowing. Companies are not required to file financing statements in the British Virgin Islands when borrowing money.

Where a creditor takes security from a company for the indebtedness, that security can be registered against the company in the register of registered charges maintained by the Registrar of Companies. The process is relatively quick and cheap; it can be done online, and the filing fee is US$100. Once registered, the security will take priority over all subsequently registered security and any unregistered security. [30] Registration of a security interest will also constitute constructive notice of the security interest. [31]

British Virgin Islands companies may give financial assistance for the acquisition of their own shares without the requirement of going through a "whitewash" procedure. [32]

Reorganisation and restructuring

There are a number of statutory provisions whereby companies registered in the British Virgin Islands may reorganise themselves, either pursuant to a general group reorganisation, or as part of a debt restructuring, or in order to complete an M&A transaction.

Insolvency

British Virgin Islands insolvency law is almost entirely codified in the Insolvency Act, 2003 and the Insolvency Rules, 2005. [41] The Insolvency Act is "predicated heavily towards the protection of secured creditors' rights". [42] In the British Virgin Islands a company will be deemed to be insolvent if it cash flow insolvent, balance sheet insolvent or "technically" insolvent (i.e. it has failed to satisfy a judgment debt or statutory demand letter). [43] In each of those circumstances a creditor to petition the court for the appointment of a liquidator. A company may also voluntarily enter insolvent liquidation by a vote approved by 75% of the votes of the company's members. [44]

If a liquidator is appointed (either voluntarily or by the court), the liquidator's primary duty is to collect in all of the company's assets and then distribute them pari passu to the company's creditors. [45] The Insolvency Act confers wide powers upon the liquidator to enable him to do so. Once a liquidator is appointed, unsecured creditors cannot commence legal proceedings against the insolvent company without the leave of the court [46] and any rights of action against the company are converted into claims in the liquidation process.

Secured creditors generally do not participate in the liquidation process, and may continue to proceed with any enforcement action directly against their collateral pursuant to a valid security interest. [47] A liquidator has a right to disclaim onerous property and unprofitable contracts (although this cannot destroy or remove any third party rights once they have vested). [48] British Virgin Islands law only provides for a very small class of preferential creditor, and these are rarely commercially significant in insolvent liquidations. [49]

When a company goes into insolvent liquidation, any mutual debts between the company and a creditor intending to prove in the liquidation will be set-off. [50] However, the right of set-off is not mandatory, and can be waived by a creditor provided this does not prejudice other creditors. Any creditor who extended credit to the company at a time when it had notice of the company's insolvency (excluding balance sheet insolvency for these purposes) cannot set-off. The Insolvency Act has incorporated ISDA Model Netting legislation (pre-2007 form) and so any netting agreement relating to financial contracts will prevail over the statutory insolvency set-off provisions. [51]

A liquidator may challenge transactions entered into in the twilight period prior to insolvency where such transactions constitute either an unfair preference, undervalue transaction, voidable floating charge or extortionate credit transaction. [52] A liquidator can also pursue former directors (including shadow or de facto directors) and officers of the company for either misfeasance or insolvent trading. [53]

The Insolvency Act also regulates receiverships, including administrative receiverships. Under British Virgin Islands law it is possible to appoint an administrative receiver pursuant to a floating charge over all or substantially all of a company's assets and undertaking.

The insolvency regime in the British Virgin Islands does not really provide for any form of debtor in possession rehabilitation. Although the Insolvency Act also makes provision for administration orders, these provisions have not yet been brought into force. It is also possible for an insolvent company to enter into a creditor's arrangement under a supervisor, and thereby restructure the company's debts. Such arrangements cannot affect the rights of secured creditors or preferential creditors without their consent, and require the consent of 75% of creditors by value and a majority in number.

In order to act as a liquidator in an insolvent liquidation, administrative receiver (but not a simple receiver), supervisor of an arrangement or administrator (if administration is ever brought into force) a person must be a licensed insolvency practitioner. [54] A practitioner must be resident in the British Virgin Islands to obtain a licence. However, it is possible for a foreign insolvency practitioner to be appointed jointly with the British Virgin Islands resident licensed insolvency practitioner.

Financial services regulation

Financial services are regulated in the British Virgin Islands by the Financial Services Commission (or FSC), an independent regulator. Unusually, the entire Companies Registry in the British Virgin Islands falls under the purview of the FSC. The FSC's ambit also extends to companies (and any other entities) which are engaged in regulated business. The principal types of business which are regulated are:

  1. Investment funds
  2. Investment business, including:
    1. dealing in investments
    2. arranging deals in investments
    3. managing investments
    4. providing investment advice
  3. Insurance
  4. Banking
  5. Financing and money services
  6. Trust companies
  7. Company management

Most regulated business in the British Virgin Islands is regulated if it is conducted "in or from within" the jurisdiction. Accordingly, if a British Virgin Islands is incorporated to provide investment advice in Malaysia, it would still be regulated in the British Virgin Islands because it is providing regulated services "from within" the jurisdiction.

See also

Footnotes

  1. British Virgin Islands Commercial Law (2nd ed.). Sweet & Maxwell. 2012. para 1.010. ISBN   9789626614792.
  2. British Virgin Islands Commercial Law (2nd ed.). Sweet & Maxwell. 2012. para 1.014. ISBN   9789626614792.
  3. BVI Business Companies Act, section 6(2)
  4. Anti-Money Laundering and Terrorist Financing Code of Practice, Part III. In particular, regulation 17(1) provides: "For the purposes of this Code, the reference to "customer due diligence" refers to the steps required of an entity or a professional in dealings with an applicant for business or a customer in relation to a business relationship or one-off transaction in order to forestall and prevent money laundering, terrorist financing and other financial crimes."
  5. For example, the British Virgin Islands Electricity Corporation is a statutory corporation formed under British Virgin Islands Electricity Corporation Act, 1978
  6. "Types of Companies under the BVI Business Companies Act, 2004" (PDF). Harney Westwood & Riegels. January 2009. Archived from the original (PDF) on 24 September 2015. Retrieved 25 February 2014.
  7. SI No 96 of 2005
  8. "Offshore Company Formation in BVI (British Virgin Islands)". SFM Corporate Services . Retrieved 11 November 2020.
  9. BVI Business Companies Act, section 80
  10. BVI Business Companies Act, section 30
  11. Williams v Natural Life Health Foods Ltd [1998] UKHL 17
  12. Prest v Petrodel Resources Ltd [2013] UKSC 34
  13. BVI Business Companies Act, section 12
  14. BVI Business Companies Act, section 13(2)
  15. BVI Business Companies Act, section 13(5)
  16. BVI Business Companies Act, section 9
  17. See for example the British Virgin Islands Electricity Corporation By-laws Regulations, 1985 (SI No 31 of 1985)
  18. BVI Business Companies Act, section 109
  19. BVI Business Companies Act, section 121
  20. Automatic Self-Cleansing Filter Syndicate Co Ltd v Cuninghame [1906] 2 Ch 34
  21. BVI Business Companies Act, Part XA
  22. Foss v Harbottle (1843) 67 ER 189
  23. BVI Business Companies Act, section 184C
  24. Johnson v Gore Wood & Co [2002] 2 AC 1
  25. "Record Keeping Obligations for BVI Companies, Partnerships, Trusts and Other Organisations" (PDF). Harneys. Archived from the original (PDF) on 24 September 2015. Retrieved 26 March 2015.
  26. "BVI companies – ready again for listings in an improving market". Legal 500. August 2010.
  27. Harney Westwood & Riegels (15 May 2013). "Shares and Distributions under the BVI Business Companies Act".
  28. BVI Business Companies Act, section 184I
  29. BVI Business Companies Act, section 184C
  30. BVI Business Companies Act, section 166
  31. BVI Business Companies Act, section 32(3)
  32. BVI Business Companies Act, section 28(2)(a)(iv)
  33. BVI Business Companies Act, section 170(1)
  34. BVI Business Companies Act, section 184
  35. BVI Business Companies Act, section 180
  36. BVI Business Companies Act, section 179A
  37. BVI Business Companies Act, section 177
  38. Insolvency Act, Part II
  39. Insolvency Rules, regulation 83
  40. BVI Business Companies Act, section 176
  41. SI No 45 of 2005
  42. British Virgin Islands Commercial Law (2nd ed.). Sweet & Maxwell. 2012. para 7.004. ISBN   9789626614792.
  43. Insolvency Act, section 8
  44. Insolvency Act, section 161
  45. Insolvency Act, section 185
  46. Insolvency Act, section 175
  47. Insolvency Act, section 175(2)
  48. Insolvency Act, section 217
  49. Insolvency Rules, schedule 2
  50. Insolvency Act, section 150
  51. Insolvency Act, Part XVII
  52. Insolvency Act, Part VII
  53. Insolvency Act, Part VIII
  54. Insolvency Act, section 474

Related Research Articles

<span class="mw-page-title-main">Liquidation</span> Winding-up of a company

Liquidation is the process in accounting by which a company is brought to an end in Canada, United Kingdom, United States, Ireland, Australia, New Zealand, Italy, and many other countries. The assets and property of the company are redistributed. Liquidation is also sometimes referred to as winding-up or dissolution, although dissolution technically refers to the last stage of liquidation. The process of liquidation also arises when customs, an authority or agency in a country responsible for collecting and safeguarding customs duties, determines the final computation or ascertainment of the duties or drawback accruing on an entry.

<span class="mw-page-title-main">Corporate law</span> Body of law that governs businesses

Corporate law is the body of law governing the rights, relations, and conduct of persons, companies, organizations and businesses. The term refers to the legal practice of law relating to corporations, or to the theory of corporations. Corporate law often describes the law relating to matters which derive directly from the life-cycle of a corporation. It thus encompasses the formation, funding, governance, and death of a corporation.

<span class="mw-page-title-main">Insolvency</span> State of being unable to pay ones debts

In accounting, insolvency is the state of being unable to pay the debts, by a person or company (debtor), at maturity; those in a state of insolvency are said to be insolvent. There are two forms: cash-flow insolvency and balance-sheet insolvency.

Wrongful trading is a type of civil wrong found in UK insolvency law, under Section 214 Insolvency Act 1986. It was introduced to enable contributions to be obtained for the benefit of creditors from those responsible for mismanagement of the insolvent company. Under Australian insolvency law the equivalent concept is called "insolvent trading".

In law, a liquidator is the officer appointed when a company goes into winding-up or liquidation who has responsibility for collecting in all of the assets under such circumstances of the company and settling all claims against the company before putting the company into dissolution. Liquidator is a person officially appointed to 'liquidate' a company or firm. Their duty is to ascertain and settle the liabilities of a company or a firm. If there are any surplus, then those are distributed to the contributories.

As a legal concept, administration is a procedure under the insolvency laws of a number of common law jurisdictions, similar to bankruptcy in the United States. It functions as a rescue mechanism for insolvent entities and allows them to carry on running their business. The process – in the United Kingdom colloquially called being "under administration" – is an alternative to liquidation or may be a precursor to it. Administration is commenced by an administration order.

<span class="mw-page-title-main">Law of the British Virgin Islands</span>

The law of the British Virgin Islands is a combination of common law and statute, and is based heavily upon English law.

<span class="mw-page-title-main">BVI Business Companies Act</span>

The BVI Business Companies Act is the principal statute of the British Virgin Islands relating to British Virgin Islands company law, regulating both offshore companies and local companies. It replaced the extremely popular and highly successful International Business Companies Act. It came into force on 1 January 2005.

<span class="mw-page-title-main">United Kingdom insolvency law</span> Law in the United Kingdom of Great Britain and Northern Ireland

United Kingdom insolvency law regulates companies in the United Kingdom which are unable to repay their debts. While UK bankruptcy law concerns the rules for natural persons, the term insolvency is generally used for companies formed under the Companies Act 2006. Insolvency means being unable to pay debts. Since the Cork Report of 1982, the modern policy of UK insolvency law has been to attempt to rescue a company that is in difficulty, to minimise losses and fairly distribute the burdens between the community, employees, creditors and other stakeholders that result from enterprise failure. If a company cannot be saved it is liquidated, meaning that the assets are sold off to repay creditors according to their priority. The main sources of law include the Insolvency Act 1986, the Insolvency Rules 1986, the Company Directors Disqualification Act 1986, the Employment Rights Act 1996 Part XII, the EU Insolvency Regulation, and case law. Numerous other Acts, statutory instruments and cases relating to labour, banking, property and conflicts of laws also shape the subject.

<span class="mw-page-title-main">Canadian corporate law</span>

Canadian corporate law concerns the operation of corporations in Canada, which can be established under either federal or provincial authority.

<span class="mw-page-title-main">British Virgin Islands bankruptcy law</span>

British Virgin Islands bankruptcy law is principally codified in the Insolvency Act, 2003, and to a lesser degree in the Insolvency Rules, 2005. Most of the emphasis of bankruptcy law in the British Virgin Islands relates to corporate insolvency rather than personal bankruptcy. As an offshore financial centre, the British Virgin Islands has many times more resident companies than citizens, and accordingly the courts spend more time dealing with corporate insolvency and reorganisation.

<span class="mw-page-title-main">Cayman Islands company law</span> National economic law

Cayman Islands company law is primarily codified in the Companies Law and the Limited Liability Companies Law, 2016, and to a lesser extent in the Securities and Investment Business Law. The Cayman Islands is a leading offshore financial centre, and financial services form a significant part of the economy of the Cayman Islands. Accordingly company law forms a much more prominent part of the law of the Cayman Islands than might otherwise be expected.

<span class="mw-page-title-main">Cayman Islands bankruptcy law</span>

Cayman Islands bankruptcy law is principally codified in five statutes and statutory instruments:

Anguillan company law is primarily codified in three principal statutes:

  1. the International Business Companies Act ;
  2. the Companies Act ; and
  3. the Limited Liability Companies Act.

Anguillan bankruptcy law regulates the position of individuals and companies who are unable to meet their financial obligations.

<i>Hague v Nam Tai Electronics</i>

Hague v Nam Tai Electronics refers to a pair of legal decisions of the Privy Council on appeal from the British Virgin Islands. The first was a unanimous decision given by Lord Hoffman, reported at [2006] UKPC 52, which focussed upon the anti-deprivation rule and secured creditor's rights. The second was a unanimous decision given by Lord Scott, reported at [2008] UKPC 13, and concerned the liability of a company liquidator. The second decision was much more widely reported.

Australian insolvency law regulates the position of companies which are in financial distress and are unable to pay or provide for all of their debts or other obligations, and matters ancillary to and arising from financial distress. The law in this area is principally governed by the Corporations Act 2001. Under Australian law, the term insolvency is usually used with reference to companies, and bankruptcy is used in relation to individuals. Insolvency law in Australia tries to seek an equitable balance between the competing interests of debtors, creditors and the wider community when debtors are unable to meet their financial obligations. The aim of the legislative provisions is to provide:

Provisional liquidation is a process which exists as part of the corporate insolvency laws of a number of common law jurisdictions whereby after the lodging of a petition for the winding-up of a company by the court, but before the court hears and determines the petition, the court may appoint a liquidator on a "provisional" basis. Unlike a conventional liquidator, a provisional liquidator does not assess claims against the company or try to distribute the company's assets to creditors, as the power to realise the assets comes after the court orders a liquidation.

<span class="mw-page-title-main">Hong Kong insolvency law</span> Financial regulation in Hong Kong

Hong Kong insolvency law regulates the position of companies which are in financial distress and are unable to pay or provide for all of their debts or other obligations, and matters ancillary to and arising from financial distress. The law in this area is now primarily governed by the Companies Ordinance and the Companies Rules. Prior to 2012 Cap 32 was called the Companies Ordinance, but when the Companies Ordinance came into force in 2014, most of the provisions of Cap 32 were repealed except for the provisions relating to insolvency, which were retained and the statute was renamed to reflect its new principal focus.

<i>Stichting Shell Pensioenfonds v Krys</i>

Stichting Shell Pensioenfonds v Krys[2014] UKPC 41 was a decision of the Privy Council on appeal from the British Virgin Islands relating to an anti-suit injunction in connection with an insolvent liquidation being conducted by the British Virgin Islands courts.