
Marie-Claire Fudge
Partner | Legal
British Virgin Islands

Marie-Claire Fudge
Partner
British Virgin Islands
Services
We have the expertise to handle the most demanding transactions. Our commercial understanding and experience of working with leading financial institutions, professional advisers and regulatory bodies means we add real value to clients’ businesses.
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Our sector approach relies on smart collaboration between teams who have a deep understanding of related businesses and industry dynamics. The specific combination of our highly informed experts helps our clients to see around corners.
We have the expertise to handle the most demanding transactions. Our commercial understanding and experience of working with leading financial institutions, professional advisers and regulatory bodies means we add real value to clients’ businesses.
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Our sector approach relies on smart collaboration between teams who have a deep understanding of related businesses and industry dynamics. The specific combination of our highly informed experts helps our clients to see around corners.
Ogier provides practical advice on BVI, Cayman Islands, Guernsey, Irish, Jersey and Luxembourg law through our global network of offices across the Asian, Caribbean and European timezones. Ogier is the only firm to advise on this unique combination of laws.
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Insight
21 September 2022
British Virgin Islands
1 min read
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Under BVI law, directors have wide ranging powers to act on behalf of a BVI company without the need to obtain separate member approval.
An example of this wide ranging power is that, subject to a company's memorandum and articles of association (M&A), directors can generally approve the sale of assets by a BVI company without the need for member approval.
However, Section 175 of the BVI Business Companies Act 2004 (as amended) (Section 175) contains an important statutory protection for members where there is a proposed disposal of 50% or more in value of the assets of the company.
When does Section 175 apply?
Section 175 applies where there is a proposed sale or other disposal (other than a mortgage or charge) of more than 50% in value of the assets of the company (a 50% Disposition), which is outside of the company's ordinary course of business.
In that case, Section 175 provides that:
What kind of member approval is required?
The passing of a "resolution of members" is required. Subject to any bespoke provisions in the M&A, a resolution of members is generally passed by a simple majority of members either by written resolution or at a duly quorate meeting of members.
Can a company disapply Section 175?
Yes, Section 175 can be disapplied in the M&A.
What happens if a member does not consent?
If a member chooses not to approve a 50% Disposition, such member has a statutory right to dissent from the proposed transaction. In that case the member is entitled to receive "fair value" for their shares in accordance with Section 179 of the BVI Business Companies Act.
For more information on this topic, please contact our BVI corporate team.
Ogier is a professional services firm with the knowledge and expertise to handle the most demanding and complex transactions and provide expert, efficient and cost-effective services to all our clients. We regularly win awards for the quality of our client service, our work and our people.
This client briefing has been prepared for clients and professional associates of Ogier. The information and expressions of opinion which it contains are not intended to be a comprehensive study or to provide legal advice and should not be treated as a substitute for specific advice concerning individual situations.
Regulatory information can be found under Legal Notice
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