June 2013. Re-positioning itself as a responsible international financial centre and tax planning destination, the BVI has turned its attention to Asia-based clients. Corporate personality In the British Virgin Islands a company has separate legal personality from its members (unlike, for example, a partnership registered under the Partnership Act, 1996). The liability of the members of a company is limited to their shares or the amount of their guarantee. Similarly, directors or officers of a company are not normally liable for the company's debts except insofar as they may otherwise be liable for their own conduct or actions. The primary circumstances where liability may be imposed upon directors in relation to their acts as directors are (1) where the company has no members, (2) where a person acts as a director despite being disqualified, (3) where the director authorises payment of an unlawful distribution which cannot be recovered, (4) where the director is guilty of trading whilst insolvent, misfeasance or fraudulent trading, or (5) where the director undertakes personal responsibility or liability for certain actions. Conversely, the assets of a company are regarded as belonging solely to the company and not the company's members. In exception circumstances the courts are prepared to "pierce the corporate veil" and treat the assets of the company as belonging to the members (or, conversely, treat the company's obligations as the obligations of the members), but the circumstances in which this will be done are rare and exceptional. Corporate constitution The corporate constitution of a private company registered under the BVI Business Companies Act consists of the memorandum and articles of association. Although these are technically two separate documents, and the companies legislation contains detailed provisions at various points as to what provisions should appear in the memorandum and which should appear in the articles, for all intents and purposes the documents are co-joined and filed as a single continuous document. The memorandum and articles of association of a company are available for public inspection at the Companies Registry. The memorandum and articles of association can normally be amended by a simple resolution of the members and usually (subject to certain minor limitations) by a resolution of directors, although some companies include restrictions on this process within their corporate constitution. Any amendment to the memorandum or articles normally only becomes effective when filed at the Companies Registry. In exceptional circumstances the court has power to