British Virgin Islands (BVI) COMPANY FORMATION
British Virgin Islands Business Company (BVI BC) is the world’s most popular destination for offshore company formation. About 41% of the world’s offshore companies have been formed in the BVI. Our law firms has been dealing the last 15 years with the registration of BVI companies.
The British Virgin Islands (“BVI”) are located in the Caribbean sea.The islands are a British Crown Colony that became self-governing in 1967. Under its constitution, the BVI are autonomous of the U.K., except with regards to its external affairs, defense and internal security. The legal system is based on English Common Law, and appeals from local courts are in some instances heard by the English Courts.
The islands were settled by the British in 1666, and have a population of approximately 15,000. The main industry of BVI is tourism, and there is economic and political stability for a long period. In addition, the islands enjoy the advantage of a modern communications system.
English is the official language of the BVI, and the U.S. dollar is the official currency. There are no exchange controls or reporting requirements of any nature, and the islands offer many appealing tax and corporate benefits to non-residents who organize companies there.
FORMATION OF BVI COMPANY
The incorporation and operation of off-shore companies is governed by the BVI Business Companies Act 2004, which is a modern piece of legislation that contains some of the most attractive features of other taxhaven jurisdictions.
MAJOR ADVANTAGES OF FORMATION OF BVI COMPANIES:
- Zero corporate income tax
- Corporate documents are well known too and widely recognized by International banks
- Low fees for annual support
- It has never been blacklisted by FATF and OECD
- Information about corporate directors, officers, shareholders and beneficial owners is not filed with
- the BVI Register of Companies and it is closed for the public
- No restrictions for individuals who want do business and buy property in the BVI and all other countries
- Available for residents of any country
- There are no nationality requirements for directors or shareholders. Board meetings of shareholders/directors/officers may be held anywhere in the world and may be conducted by telephone or through electronic means. Circular resolutions are acceptable.
- BVI annual license fee is lower than in many other jurisdictions.
INCORPORATION OF A BVI COMPANY
The incorporation process is completed in a period of five days. We also have shelf companies readily available for immediate use by the client.
MANAGEMENT OF A BVI COMPANY
- Directors and Officers. The business and affairs of a company are managed by a Board of Directors consisting of at least one Director. Directors may be corporations or individuals and it is not necessary to be residents of the British Virgin Islands.
The Registered Agent of the company will appoint the first Directors. Thereafter Directors will be elected by the directors or the shareholders. However, vacancies which arise in the Board of Directors can be filled by the remaining Directors. The appointment of these Directors is not necessary to be filed with the Registrar of Corporate Affairs.
The Directors may elect Officers and appoint attorneys-in-fact to act on behalf of the company. The appointment of Officers and attorneys-in-fact is not necessary to be registered in the British Virgin Islands.
The name of the company must include the word “Limited”, “Corporation”, “Incorporated”
There is no need to hold annual Directors’ meetings, and resolutions of directors may be adopted by written consent or at a duly convened meeting of the Board.
- Shareholders. Shares must be fully paid when issued, and may be issued for money, services or property. The name of the shareholder must be entered in the share registry, but the identity of the shareholder is not a matter of public record. Shares can be held by nominees acting on behalf of the actual owners. Shareholders’ meetings shall be convened upon the written request of shareholders representing more than 50% of the votes or whenever the Directors consider it necessary or desirable.
Shareholders’ resolutions may be approved by telephone or at a duly assembled meeting, and may also be adopted by written consent. It is not necessary to hold annual shareholders’ meetings.
- Registered Office and Agent. The company must have a registered office and a registered agent in the British Virgin Islands. The resident agent has the authority to certify the names of the Directors and Officers of the company. A copy of the shareholders’ register and directors’ register must be maintained at the registered office.
- Corporate Seal. The company is required to have a corporate seal, and the Articles of Association should state clear the person authorized to use this seal.
- Filing requirements. The only documents that need to be filed with the Registrar of Corporate Affairs other than the organization documents are any amendments to the Memorandum or Articles of Association, any mergers and consolidations and the dissolution of the company.
- Transfer jurisdiction. A company incorporated under the BVI Business Companies Act may, by resolution of its Board of Directors or Shareholders, continue as a company incorporated under the laws of a jurisdiction outside the British Virgin Islands if permitted to do so by the laws of the jurisdiction outside the British Virgin Islands in which the company is being transferred.
Also, a company incorporated under the laws of a jurisdiction outside the British Virgin Islands is entitled to continue as a company incorporated under the BVI Business Companies Act notwithstanding any provisions to the contrary in the laws of the jurisdiction under which it is incorporated.
- Mergers and Consolidations. A company is allowed to merge or consolidate with other BVI or foreign companies, as long as the surviving company complies with the main rules of the BVI Business Companies Act.
- Dissolution and Liquidation. A company may be dissolved by resolution of the Board of Directors or by resolution of the Shareholders.
TAXATION AND FEES OF BVI COMPANY
- All dividends, interests, rents, royalties, compensations and other amounts paid by a BVI company to persons who are not resident of the British Virgin Islands are exempt from the payment of income tax. Capital gains realized from the sale of any shares or other securities of a company are also exempt from the payment of any tax.
- A BVI company must pay an annual license fee if it is authorized to issue a maximum of 50,000 shares, and this fee can be higher if it is authorized to issue more than 50,000 shares or if its memorandum and articles of association permit the issuance of bearer shares. This annual license fee must be paid no later than May 31st of each year beginning on the year following incorporation if the company is incorporated between January 1st and June 30th, and no later than that same date on subsequent years. A BVI company that fails to pay its annual license fee will be struck from the Registry and will have to pay a penalty in order to be reinstated.
OUR SERVICES FOR BVI COMPANY FORMATION
Our Firm is a very experienced firm in BVI offshore company formation . We provide services for offshore company formation in most of the world offshore destinations. We offer high standard services and we are dedicated to do everything possible to satisfy the BVI company formation needS of our clients.
We have many optional services from which a client may choose. Among the options, we have available for immediate use, offshore shelf companies including aged/vintage companies. None off the shelf offshore corporations have ever been in use and never held a bank account. In other words these companies are all 100% tax-free, clean and ready to open an offshore account of your choice.
We also offer nominee services, where directors or shareholders/members are provided by OCH which means your name is not on official offshore corporate documentation or Goverment records, but you do retain full control over the offshore company via Declaration of Trust and Power of Attorney.
When you decide on BVI Company incorporation, you need to complete the on-line questionaire form. While you are filling this uncomplicated form, you will find a wide range of investment, offshore business and offshore checking accounts along with other offshore services from which you can choose, to add to your offshore formation package.
We will provide you with an easy and low cost BVI Company incorporation and help to protect your assets and enjoy offshore banking.
BVI Business Company Legislation
The British Virgin Islands Business Companies Act 2004 became the sole Business Companies Act in the jurisdiction on 1 January 2007.
Time to Incorporate
Incorporation takes between 2-3 working days.
Corporation Structure of a BVI IBC
- Only one director required – can be an individual or corporate
- Only one shareholder required – can be an individual or corporate
- A director can be a shareholder and vice versa
- No requirement for British Virgin Islands residency for shareholder(s) and director(s)
- A secretary is required – can be an individual or corporate
Confidential and Privacy
The names of the Director(s) and Shareholder(s) of the Company are not filed with the Registrar of Corporate Affairs in the British Virgin Islands, therefore no information on the beneficiaries is on the public record.Nominee services are permitted if required.
Share Capital of a BVI IBC
- Standard share capital is US$50,000 divided into 50,000 shares of US$1 each
- Shares may be issued with or without par value
- At least one share must be issued
- Bearer shares are permitted, but they must be held by an authorised custodian approved by the BVI Financial Services Commission
As per the BVI Business Companies Act of 2004, Business Companies not carrying on business in the BVI are exempt from all taxes.
Financial Statement and Company Records
There are no filings to the authorities in the BVI after the Company has been incorporated
Meetings of BVI IBC Shareholder(s) and Director(s)
- Meetings of shareholder(s) and/or director(s) are not required.
- If a meeting is held it need not be in the BVI and participants can attend by telephone.
Doing business using a BVI IBC
A BVI BC can carry out any legal business and/or investment activity worldwide, they may not offer bank, insurance or trust services without prior authorization from the BVI Financial Services Commission.
Generally BVI BC´s cannot do business with BVI residents or corporations without losing their tax exempt status.
The Belize IBC Incorporation package includes:
- First year government filing fees
- Certificate of Incorporation
- Memorandum and Articles of Association
- Letter of appointment of first director
- Nominee shareholder details (if required)
- Declaration of Trust from the nominee shareholder (if a nominee shareholder is required).
- Minutes of the first meeting of the founders
- Share Certificates
- Register of Shareholders
- Register of Directors
- Registered agent services, (first year)
- Registered office, (first year)
It is not possible to use a word (or words) in the name that are calculated to suggest:
- The patronage of Her Majesty or that of a member of the Royal Family;
- A connection with Her Majesty’s Government; or
- A connection with a municipality or other local authority or with a society or body incorporated by Royal Charter.
Names must end with one of the following suffixes or an abbreviation thereof:
- Societe Anonyme
- Sociedad Anonima
The following words and their associated activities can not be used:
- Building Society
- Chamber of Commerce
- Mutual Fund