BVI Company Amendments Made Simple

Changing a BVI company's name requires: checking availability of the proposed name with the BVI Registry, passing a member resolution approving the name change, and filing an application for change of name with the Registrar. Under Section 21 of the BVI Business Companies Act, the Memorandum and Articles are deemed automatically amended upon issuance of the Certificate of Change of Name. The government fee is US$200 (or US$100 for names without a corporate ending). We handle the entire process and typically complete preparation within 3-5 business days, plus Registry processing time.

Most amendments to the M&A require a shareholder resolution. The specific majority needed depends on the company's existing Articles — typically a simple majority (more than 50%) or a special majority (75%) of votes cast. Some M&A may specify different thresholds for different types of amendments. We review your existing documents to determine the correct procedure.

Generally, amendments to the Memorandum and Articles require shareholder approval. However, if the existing Articles specifically grant directors the power to amend certain provisions, they may do so by director resolution. This is uncommon and depends on the terms of the company's specific constitutional documents.

Standard amendments like name changes or registered office updates typically take 3-5 business days for our preparation and filing, plus Registry processing time. Complex amendments involving M&A rewrites or share capital restructuring may take 7-14 business days for preparation. Amendments take effect upon registration by the Registrar.

Yes, under Section 13 of the BVI Business Companies Act, the company must submit either a notice in the approved form or an amended and restated Memorandum and Articles of Association to the Registrar. Amendments take effect upon registration. Administrative changes like registered office or registered agent updates require a separate notice to the Registrar. Since January 2025, changes to the register of members must also be notified to the Registrar within 30 days.

Yes, BVI companies can amend their share authorization in several ways: increase or decrease the maximum number of shares the company is authorized to issue, create new classes of shares with specific rights (e.g., preference shares), consolidate shares into fewer shares of larger value, or subdivide shares into more shares of smaller value. Each requires a member resolution and filing of the amended Memorandum. Important: companies with more than 50,000 authorized shares pay higher annual government fees (US$1,350/year vs US$550/year for 50,000 or fewer).

After the amendment is processed, you'll receive: the executed resolution authorizing the amendment, the filed amended Memorandum and/or Articles of Association, the relevant certificate from the Registrar (e.g., Certificate of Change of Name), and confirmation of the Registry filing. Digital copies are provided immediately, with certified copies available on request.

Yes, the objects clause in the Memorandum can be amended by shareholder resolution. However, many modern BVI companies are formed with general or unrestricted objects, which means they can engage in any lawful business without needing to amend the objects clause. If your company has restricted objects, we can help amend them.

Standard amendments (name changes, registered office updates, single-clause changes) are priced at US$349 per amendment. Complex amendments (share capital restructuring, full M&A rewrites, multi-clause amendments) are priced at US$599 per amendment. These prices cover our professional fees including drafting, advice, and filing. Government fees are charged separately — for example, a name change costs US$100-$200, a registered agent change costs US$100, and director register changes cost US$50 per filing.

Yes, multiple amendments can be combined into a single resolution and filing where appropriate. For example, a name change and share capital amendment can be authorized by the same shareholder resolution and filed together. This can be more cost-effective than processing each amendment separately — contact us for a custom quote.

No, properly executed and filed amendments do not affect your company's good standing. In fact, keeping your constitutional documents and Registry records current supports good standing. Note that since January 2025, the BVI requires companies to file their register of members, register of directors, and beneficial ownership information — all of which must be up to date for a Certificate of Good Standing to be issued.

Yes, most amendments can be reversed by passing a new resolution and filing a further amended Memorandum or Articles. For example, if you change the company name but later want to revert, you can pass another name change resolution (subject to availability of the original name). The process is the same as the original amendment.