Bvi Shareholders Agreement

(g) the voting representative may vote on the shares so issued or transferred during the period defined in the agreement; There are no qualification criteria under BVI legislation that impose restrictions on shareholders allowed to invest in a BVI trading company. However, any beneficial owner holding directly or indirectly 10% or more of the eligible shares of a BVI commercial enterprise must meet the know-your-customer requirements of the registered agent. On the other hand, the BVI Law requires that the amending decision be submitted in order for the amendment to be effective. Unlike English law, members can execute a shareholder contract or make a decision, and if it is never submitted to the BVI declarant, the change will never be made. To achieve a merger or consolidation, the board of directors of any merging or consolidated company must approve a written plan for merger or consolidation, which will be distributed to all shareholders of any company (whether or not they have the right to do so). There is great flexibility as to how existing shares of the target entity can be treated during the merger or consolidation, including the possibility of exchanging target shares for shares in the acquirer or for debt bonds, or to delete target shares for a withdrawal. Shares of the same class may be treated differently – so that the shares of certain important actors or officers may be converted into shares of the buying or new entity, or into bonds, while other shares are exchanged for cash. 5. This section shall not be deemed invalid in the event of a vote or agreement between members or an irrevocable power that is not otherwise unlawful.

Another option is a contractual offer to shareholders with the squeeze-out of a remaining minority. Subject to BVI`s constitutional documents, shareholders holding 90 per cent of the pending voting shares may order the company in writing to exchange the shares held by the remaining shareholders. Similarly, shareholders holding 90 per cent of a class of votes may order the company in writing to exchange the shares held by the remaining shareholders of that class. The corporation must comply with this guideline, whether or not the remaining shares are redeemable on its terms, and whether the directors agree with this approach. (i) where two or more persons are appointed as voting representatives and where the right and method of voting of shares registered at a general meeting or by decision of the members are not defined by the agreement appointing the directors, the right to vote shall be fixed by a majority of the directors; or, in a given case, if they are distributed equitably with respect to the voting rights and voting methods of the shares, the votes of the shares shall be divided equally among the directors; The BVI legislation offers great flexibility in corporate governance and shareholder agreements. Subject to the provisions referred to in question 5 and at any time subject to the constitutional documents of the company, all decisions of the shareholders may be taken by a simple majority. . .

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