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Prior to the advent of the Commercial Division of the High Court, it was commonplace for disputes over title to shares in BVI companies to be resolved within the ambit of section 43 of the BVI Business Companies Act, 2004 (as amended) (the “BCA”), which governs rectification of share registers. Once the Commercial Court arrived it seemed statutory rectifications were on their way out, under the auspices of two High Court decisions (discussed below), which significantly limited the Court’s jurisdiction to grant rectification in the manner we had all become accustomed to under section 43(1) of the BCA.
The roadmap outlined by those decisions did not bode well for legal certainty in the enforcement of security rights, which is prevalent in this jurisdiction, and the cost generally of resolving shareholder disputes in the BVI. However, a recent decision by the Eastern Caribbean Court of Appeal appears to have once again opened the doors to rectification, emphasizing the wide ambit of the Court’s jurisdiction and discretion under section 43 of the BCA. This article retraces the steps of two interesting cases in this fertile area of BVI law and highlights the important implications in practice going forward.
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Back to the Beginning: The pendulum of statutory rectification under BVI Law