What is a merger?
A merger refers to the legal unification of two or more companies into a single corporate entity. In most cases, one company emerges as the surviving entity, absorbing the others. Alternatively, the process may result in a consolidation, whereby a new entity is established and the original companies are dissolved.
What is a shareholder agreement?
A shareholder agreement is a formal legal contract entered into by a company's shareholders, setting out their respective rights, duties, and obligations, as well as provisions governing the management and operation of the company.
What is a solvent liquidation?
A solvent liquidation, also known as a Members’ Voluntary Liquidation (MVL), is the formal process of voluntarily winding up a company that is able to satisfy all its debts in full within a specified period, typically within 12 months.
What is redomiciliation or continuation of a company?
Redomiciliation (also known as continuation) is the process by which a company transfers its place of incorporation from one jurisdiction to another, without undergoing liquidation or affecting its legal identity
What is the difference between solvent and insolvent liquidation?
A solvent liquidation occurs when a company is able to pay all its debts in full. In contrast, an insolvent liquidation arises when the company is unable to meet its debts as they become due, necessitating either a Creditors’ Voluntary Liquidation or a court-ordered winding-up.
What is the distinction between a merger and a consolidation in the BVI?
A merger occurs when one company remains in existence and incorporates the assets and liabilities of the other entity or entities, which cease to exist. In contrast, a consolidation involves the dissolution of all merging companies and the creation of a new company, which assumes ownership of all assets and liabilities of the former entities.
What law governs commercial contracts in the BVI?
The law governing commercial contracts in the British Virgin Islands is primarily derived from English common law, encompassing established principles such as offer, acceptance, consideration, intention, and capacity. There is no overarching commercial code in the jurisdiction.
What legislation governs employment in the BVI?
Employment relationships in the British Virgin Islands are regulated by the Labour Code, 2010, and are overseen by the Labour Department.
What types of companies can redomicile into the BVI?
Generally, most types of foreign companies can redomicile into the BVI if their home jurisdiction allows continuation out and they are not subject to liquidation, insolvency, or winding up proceedings.
When should a company consider a solvent liquidation?
A company should consider a solvent liquidation when it has accomplished its intended objectives or is no longer required, and all debts and obligations can be settled in full. Typical scenarios include group restructuring, retirement of business activities, or distribution of assets to shareholders.
