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Registering A Company In The British Virgin Islands

Advantages Of BVI Business Companies

Efficient Incorporation/Registration

Under normal circumstances, BVI Corporations can be incorporated/Registered within 7-8 working days.

Flexibility In Company Structure Of An Offshore British Virgin Islands Company

• Only one director or shareholder required for the company formation.
• Shareholder(s) and director(s) may be the same person.
• The shareholder(s) and director(s) can be a natural person or a corporate body.
• There is no requirement of appointing local shareholder(s) and director(s) for British Virgin Island Companies.
• There is no requirement of resident secretary.

Privacy For Identity Of Principals

The BVI incorporation documents do not carry the name or identity of any shareholder of director. The names or identities of these persons do not appear in any public record.

Confidentiality

Shareholder(s) and director(s) nominee services are allowed to ensure confidentiality of beneficiaries.

Shares And Capital Requirements For British Virgin Islands Corporations

• Shares can be issued with or without par value;
• Shares may be issued in any recognizable currency or in more than one recognizable currency;
• Shares may be paid up in cash or through the transfer of other assets or for other consideration;
• The standard share capital is USD $50,000 or an equivalent in another recognizable currency.

Minimum Capitalization

The minimum paid in and issued capital may be one share which is fully paid.

Maintain Company Books And Records In BVI

BVI Companies records and accounts do not have to be held or filed with the authorities. If the shareholders, directors or officers decide to maintain such records or accounts, these may be held anywhere in the world.

Annual Financial Statements And Other Records

There is no requirement for any financial statements accounts or records to be kept for a BVI Company; if it is found to be desirable or necessary by the director(s) or shareholder(s) these records may be held anywhere in the world.

Meetings Of Shareholder(S) And Director(S)

There is no requirement for meetings of shareholder(s) and/or director(s)

If meetings of shareholder(s) and/or director(s) are desirable these meetings can be held by telephone or any other electronic means of communication providing that all participants can clearly hear each other.

Meetings if thought necessary can be held anywhere in the world.

Doing Business With BVI Residents And Companies

A company in the BVI is restricted from doing business with BVI residents or companies except where:

It makes or maintains professional contact with solicitors, barristers, accountants, bookkeepers, trust companies, management or secretarial companies, investment advisors, or other similar persons or entities carrying on business within the BVI.

It prepares or maintains books and records within the BVI (if it decides to keep such books and records).

It holds within the BVI, meetings of its directors or members (if it so desires).

It holds a lease on property for use as an office from which to communicate with members or where books and records of the company are prepared or maintained (if so decided).

It holds debt obligations, shares or other securities in British Virgin Island IBC’s or any other locally incorporated company.

Shares, debts obligations or other securities in the company are owned by any person resident in the BVI or by any BVI IBC or any other locally incorporated company.

General Information

Type Of Company IBC

• Political Stability - Good
• Common or Civil Law - Common
• Disclosure of Beneficial Owner - No
• Migration of Domicile Permitted - Yes
• Tax on Offshore Profits - Nil
• Language of Name - Latin Alphabet

Corporate Requirements

• Minimum Number of Shareholders / Members - One
• Minimum Number of Directors / Managers - One
• Bearer Shares Allowed - Yes
• Corporate Directors / Managers Permitted - Yes
• Company Secretary Required - No
• Standard Authorised Capital - US$ 50,000

Local Requirements

• Registered Office/Agent - Yes
• Company Secretary - No
• Local Directors - No
• Local Meetings - No
• Government Register of Directors / Managers - No
• Government Register of Shareholders /Members – No

Annual Requirements

Annual Return

Submit Accounts – No

Recurring Government Costs

Minimum Annual Tax/Licence Fee – Depending on share capital and stock shares

Annual Return Filing Fee - N/A

Company Information

Type Of Company For International Trade And Investment International Business Company

Procedure To Incorporate

Submission of the Memorandum and Articles of Association and a Certificate from the Registered Agent confirming compliance with the requirements of the ordinance

Restrictions On Trading

Cannot trade within the British Virgin Islands or own real estate there. Cannot undertake the business of banking, insurance, assurance, reinsurance, fund management, collective investment schemes, trust management, trusteeship, the rendering of investment advice or any other activity that would suggest an association with the banking or insurance industries. They cannot offer its shares for sale to the public.

Powers Of Company

A company incorporated in the British Virgin Islands has the same powers as a natural person.

Language Of Legislation And Corporate Documents

English

Shelf Companies Available

Yes.

Time To Incorporate

Two days, but allow ten working days for receipt of documentation.

Name Restrictions

Any name that is identical or similar to an existing company or any name that suggests the patronage of the Royal Family or the Government of the British Virgin Islands

Language Of Name

Latin alphabet; Any name in a language other than English must be accompanied by a translation to ensure that the name is not restricted.

Registered Office Required

Yes, must be maintained in the British Virgin Islands, and must be maintained at the office of a licensed management company.

Names Requiring Consent Or License

Bank, building society, savings, loans, insurance, assurance, reinsurance, fund management, investment fund, trust, trustees, Chamber of Commerce, university, municipal or their foreign language equivalents.

Suffixes To Denote Limited Liability

Limited, Corporation, Incorporated, Société Anonyme, Sociedad Anónima or their relevant abbreviations

Disclosure Of Beneficial Ownership To Authorities

No.

Compliance

Authorised And Issued Share Capital

The normal authorised share capital is US$ 50,000 with all of the shares having a par value, this being the maximum share capital for the minimum duty payable upon incorporation and annually thereafter. The share capital may be expressed in any currency. The minimum issued capital is one share of no par value or one share of par value.

Classes Of Shares Permitted

Registered shares, bearer shares, shares of no par value, preference shares, redeemable shares and shares with or without voting rights

Taxation
An International Business Company does not pay any tax on its world-wide profits to the British Virgin Islands authorities.

Double Taxation Agreements

The British Virgin Islands has treaties with Japan and Switzerland, although they have limited benefit and are not applicable to offshore business.

Financial Statement Reqirements

Whilst there is no requirement to file audited accounts with the authorities, a company is required to keep financial records, which reflect the financial position of a company.

Directors
The minimum number of directors is one. They may be natural persons or bodies corporate. They may be of any nationality and need not reside in the British Virgin Islands.

Company Secretary

A company secretary may be appointed. The company secretary may be a natural person or a body corporate. They can be of any nationality and need not reside in the British Virgin Islands.

Shareholders
The minimum number of shareholders is one.

Company License Fees

Companies with number of issued shares up to 50,000 pay US$350 per year.

Companies with number of issued shares more than 50,001 pay the sum of US$1,100 per year.

Content supplied by TBA & Associates

The British Virgin Islands Companies Registry (part of the Registry of Corporate Affairs).

In the British Virgin Islands, only a licensed registered agent can form a company. It is not possible for a member of the public to do so. The principle reason for this is to reinforce anti-money laundering obligations under the Ant-Money Laundering and Terrorist Financing Code of Practice, 2008. Any person who wishes to form a registered company must do so through a licensed agent, and the agent is required (amongst other things) to obtain client due diligence (sometimes referred to as "know your client", or KYC) to comply with the regulations.

Almost all companies formed in the British Virgin Islands are now registered under the BVI Business Companies Act (although a large number of existing companies were originally registered under the International Business Companies Act). In addition there are a small number of statutory corporations, most of which serve some kind of public function. Under the BVI Business Companies Act it is possible to register five broad types of company:

1. Company limited by shares
2. Company limited by guarantee and not authorised to issue shares
3. Company limited by guarantee and authorised to issue shares
4. Unlimited company authorised to issue shares
5. Unlimited company not authorised to issue shares

In practice the vast majority of companies are registered as companies limited by shares.

Furthermore, when registering a company, the company may also further be registered specifically as:

1. Segregated portfolio company
2. Restricted purpose company

A segregated portfolio company is a company which segregates the assets and liabilities of different classes of shares from each other and from the general assets of the company. All segregated portfolio companies are required to include the designation "(SPC)" within their name, and must comply with the Segregated Portfolio Company Regulations, 2005. A restricted purpose company is a special type of company intended for use in bankruptcy remote debt issues, and which only has limited corporate capacity to undertake certain specific objects.

In the British Virgin Islands the formation of a company does not involve the issuing of subscriber shares. Accordingly, when a company is incorporated it initially has no members. The registered agent has a statutory power to appoint the first directors of the company, and the first directors can then receive subscriptions and issue shares. However, until the first shares are issued the directors are personally liable for anything which they do in the name of the company.

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