Statutory Execution Requirements for British Virgin Islands Companies

Originally published by Mourant Group

Similar to most common law jurisdictions, execution requirements under BVI law vary depending on the type of document to be executed and whether it is to be executed by a natural person, a BVI entity or a foreign entity. The BVI Business Companies Act (the Act) sets out clear execution requirements for BVI companies:

·         Contracts: a contract, required by law to be in writing and signed, may be entered into by or on behalf of the BVI company in writing and signed by a person acting under the express or implied authority of the company. Contracts may be discharged in the same manner;

·         Deeds and Instruments under Seal: a contract required by law to be in writing and signed or sealed as a deed is validly executed if is either:

o    sealed with the common seal of the BVI company and witnessed by a director of the BVI company or another person authorised by the BVI company's M&A to witness the affixing of the seal; or

o    it is expressed to be, or is expressed to be executed as, a deed and is signed by a director or a person acting under the express or implied authority of the BVI company;

·         Powers of Attorney: Subject to its M&A, a BVI company may, by an instrument in writing, appoint a person to be its attorney. The instrument appointing the attorney may be executed either by way of a deed or signed by a person acting under the express or implied authority of the BVI company to appoint an attorney. Powers of attorney are ordinarily executed as deeds and signed by one or more directors of the company.

It is worth noting that a BVI company's M&A should always be reviewed to determine if there are any additional execution requirements beyond those set out in the Act.

If you would like more information about this topic, please contact one of your usual Mourant contacts.

Author: Simon Lawrenson