Cross Border Ledger Access in Intermediate BVI Vehicles
Statutory access to BVI intermediate vehicle ledgers requires contractual expansion to pierce directorial vetoes and reach onshore operating company records.
Section 98 Records
Meaning
Compliance obligations require every company to maintain an accurate and updated log of its current and past members. These section 98 records form the primary evidence of legal title to shares in the absence of a share certificate. They provide the definitive list of who is entitled to receive dividends and vote at general meetings.
Maintenance Duty
Management must ensure the register is kept at the registered office or a specific alternative location. The maintenance of section 98 records is a continuous obligation that starts from the date of incorporation. Whenever a transfer occurs or a new share is issued, the register must be updated immediately to reflect the change.
If the company fails to record a member, that individual might lose their right to participate in corporate governance.
Data Point
Each entry must show the name and address of the member along with the number of shares held.
Entry Timing
The register must include the date on which the person was entered as a member and the date they ceased to be one. These section 98 records are essential for tracking the history of ownership and ensuring that capital gains taxes are correctly calculated. Historical entries must be kept for at least ten years after a person stops being a shareholder.
Management must update the register within fourteen days of any change to the member list. Failure to maintain these section 98 records constitutes a breach of statutory duty by the company and its officers.