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Meaning of a "member" under BVI law

Comodo Holdings Ltd v (1) Renaissance Ventures Ltd; and (2) Joseph Katz (executor for the estate of Eric D Emanuel Dec'd)BVIHC (Com) 2013/0045

The key point that emerged from the case was that prima facie to be a member of a BVI business company, the individual needs to be entered as a member in the share register. Evidence of title, namely the holding of a share certificate, was not the same as being a member.

Renaissance Ventures and Joseph Katz argued that share certificates stating that they were registered shareholders of Comodo Holdings, issued in 2000 and 2001, were sufficient to demonstrate their membership. They could not, however, demonstrate that they had paid for the certificates or had been entered into the register of members.

UK law has, since the Companies Clause Consolidation Act 1845, determined membership of a company by entry in the register of members. This is the position under current law set out in the Companies Act 2006. The decision in Comodo Holdings therefore follows UK law and a recent decision in the UK: Enviroco Limited v Farstad Supply A/S.

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