• Info@bvi.com

Incorporation in the BVI

Incorporation in the BVI

Despite being a relatively remote territory with a small domestic economy, the British Virgin Islands have become an attractive jurisdiction to incorporate offshore companies. With no income taxation but a modern, efficient legal infrastructure modeled after the British legal system, with its Companies Act based on the New Zealand statute, and English as the official language,

The British Virgin Islands is an archipelago in the Carribean, with a total population of approx. 28,000. As a British Overseas Territory with an independent, democratically elected government, it is autonomous in taxes and legislation, while member of the Commonwealth, with Queen Elizabeth II being the Head of State.

At present, there are about 850,000 companies registered in the BVI, about 40% of them are considered active.

The registration of a company is governed by the the International Business Companies Act (Cap 291) and the Companies Act (Cap 285).

Features of BVI Incorporation

(Click link to Expand)

 

GOVERNING LAW

1. The BVI Business Companies Act 2004 (“the BVI BC Act”). The BVI BC Act, which replaced the existing regimes, has ruled the IBCs and the BVI Domestic Companies known as CAP 285s since January 2006.

BUSINESS TRANSACTIONS

1. IBC’s may engage in any lawful business in any country and may carry on transactions in whatever currencies they choose.
2. Any business activity or transaction carried out by a IBC outside the British Virgin Islands is fully exempt from taxation.

COMPANY NAME

1. The name of a IBC may comprise the expression “BVI Company Number” followed by its company number in figures and the ending required.
2. A IBC may have an additional foreign character name approved by the Registrar.

OBJECTS

1. There is no requirement to specify the purposes of the IBC in the Memorandum and Articles of Association.

SHARES

1. There is no authorised capital or authorised share capital in the IBC.
2. An unlimited number of shares is acceptable.
3. The par value of shares is not required.
4. Bearer shares are allowed, but subject to custodian services and to a higher governmental licence fee.

DIRECTORS / OFFICERS (SECRETARY) AND SHAREHOLDERS

1. Shareholders, directors and/or officers can be either corporate entities or natural persons.
2. Initial or ongoing changes in directors and/or officers need to be updated on the Register of Director(s) and Officer(s), of which a copy must be kept at the Registered Office.
3. The directors may grant special or general powers of attorney.
4. Companies are allowed to have a sole director.
5. Where a BC has only one member who is an individual and that member is also the sole director, such sole member/director may appoint a reserve director to act in his place in the event of his death.
6. The acceptance and resignation of director(s) is mandatory.
7. Neither the directors nor the officers need be shareholders.
8. Shareholders, directors and officers may be of any nationality and may be residents of any country.
9. Shareholders and directors may hold their meetings in any country and may attend such meetings by proxy or by any electronic means (phone, fax, etc).

ANNUAL FILING

1. No requirement to file annual returns or financial statements; no requirement to hold annual general meetings of shareholders or directors.

INCORPORATION AND ADMINISTRATION

1. Excellent availability of company names for incorporation.
2. Familiarity of incorporation documents (Memorandum & Articles of Association, Certificate of Incorporation) because theBritish Virgin Islandsbelong to the British Commonwealth.
3. The words “Limited” may be used in a company’s name.
4. Speedy incorporation procedures and simple ongoing administration.
5. The BVI Registry is equipped with modern sophisticated computer equipment, which heightens speed and efficiency in the processing of documents in a timely manner. Shelf companies available.
6. Registration of mortgages on vessels and aircraft available.

RECORD KEEPING

1. The accounting books, records and minutes of the company may be kept in any place or country at the directors’ choice.
2. Where a IBC keeps a copy of the Register of Members and/or the Register of Directors at the Registered Office, it shall within 15 days of any change in the register notify the registered agent, in writing, of the change, and provide the registered agent with a written record of the address of the place or places at which the original Register of Members or the original Register of Directors is kept.
3. Where the place at which the original of the Register of Members and/or original of the Register of Directors is changed, the IBC shall provide the registered agent with the physical address of the new location of the register within 14 days of the change of location. Annual accounts are neither required nor need be filed.

REGISTERED OFFICE, CORPORATE SEAL AND LEGALISATION

1. Registered Office in the British Virgin Islands required.
2. Corporate seal mandatory.
3. Use of Apostille should documentation need to be legalised.

DOCUMENTS KEPT AT THE REGISTERED OFFICE

1. Memorandum and Articles of Association and its amendments.
2. Copy of Register of Members or Share Register.
3. Copy of Register of Directors and Officers.
4. Impression of the Corporate Seal.
5. Register of Charges (if any).

admin