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Memorandum and Articles of Association

Every BVI company must file its Memorandum of Association and Articles of Association with the Registrar of Companies. Memorandum and Articles of Association cover everything from the company’s form, registered address, and capital structure to operational procedures like appointing directors, holding shareholder meetings, and potential liquidation processes.The Memorandum and Articles of Association (MAA) is a company’s constitutional document that legally defines the organization’s fundamental structure, powers, and internal governance rules.MAA sets out limitations on the activities that may be carried on by the company, to provide for the relationship between the company and its members and between the members themselves and to provide for the company’s internal management. The articles, usually specify the more detailed rules for the company’s internal management.When requesting Memorandum and Articles of Association, you can generally expect to find the following information:
  • Company name
  • Company type (e.g., limited by shares, limited by guarantee)
  • Registered office and registered agent details
  • Capacity and powers
  • Details of members’ guarantees (for guarantee companies)
  • Number and classes of shares
  • Rights of shares

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Sample documents: