British Virgin Islands
The British Virgin Islands is located in the Caribbean, between the Caribbean Sea and the North Atlantic Ocean, east of Puerto Rico. It has an area of 153 square kilometers.
TYPE OF COMPANY FOR INTERNATIONAL TRADE AND INVESTMENT
The BVI Business Companies Act, 2004 (BC Act) came into effect on 1st January, 2006, to replace the International Business Companies Act, 1984 and the Companies Act (Cap 285).
The BVI BC Act is being phased in over a two-year transition period as follows:
2005 – Until 31st December, 2005, companies could be formed under the old IBC Act.
2006 – Beginning 1st January, 2006, all new incorporations will be formed ONLY under the BVI BC Act.
During the period 1st January, 2006 through 31st December, 2006, existing companies incorporated under the original IBC Act or the domestic “Companies Act” will be permitted to continue operating under those Acts to enable them to prepare for transition to the new Act.
2007 – on 1st January, 2007, companies maintained under the existing IBC Act and Companies Act will automatically be re-registered under the BVI BC Act. By 2007, all companies registered in the BVI will be operating under the new regime.
PROCEDURE TO INCORPORATE
Registered Agent delivers the Memorandum of Association and Articles of Association to the Registry together with the appropriate fee. The incorporation will usually take two to three working days.
RESTRICTIONS ON TRADING
Cannot trade within British Virgin Islands or own real estate there. Cannot undertake the business of banking, trust company, insurance, mutual fund and related businesses, assurance or reinsurance. However, the legislation does allow a BVI company to carry on the following activities within British Virgin Islands:
- make or maintain deposits with local banks in British Virgin Islands;
- make or maintain professional contact with persons in British Virgin Islands;
- prepare or maintain books and records within British Virgin Islands;
- hold meetings of its directors or members within British Virgin Islands;
- hold lease of property for use as an office in British Virgin Islands;
- own a vessel(s) registered in British Virgin Islands;
- hold shares in another BVI BC Act.
POWERS OF COMPANY
A Company incorporated in British Virgin Islands has the same powers as a natural person.
LANGUAGE OF LEGISLATION AND CORPORATE DOCUMENTS
Any name that has already been incorporated or it is so similar as to cause confusion. Any name which in the opinion of the Registrar is considered undesirable, obscene or offensive. Any name which suggests the patronage of royalty or of the British Virgin Islands Government.
LANGUAGE OF NAME
A BVI BC Act company is typically incorporated using the English language and with an English name. Provision exists for a translation of the Chinese company name to be included in the Certificate of Incorporation and the Memorandum and Articles of Association.
REGISTERED OFFICE REQUIRED
Yes, must be maintained in British Virgin Islands. Typically it should be maintained at the offices of the Registered Agent of the Company.
NAMES REQUIRING CONSENT OR LICENCE
Any name which suggests an association with the banking, trust company, insurance, mutual fund, assurance or reinsurance industry. Any name which suggests the patronage of royalty or of the British Virgin Islands government.
SUFFIXES TO DENOTE LIMITED LIABILITY
Limited, Corporation, Incorporated, Sociètè Anonyme, Sociedad Anónima, or the relevant abbreviations (Ltd., Corp., Inc., S.A.).
AUTHORISED SHARE CAPITAL
No. The concept of authorised capital has been replaced with a requirement to simply state the maximum number of shares a company is authorised to issue (or state that there is no limit). BVI BC’s are not required to specify the par value of its shares or in any currency, however, clients may request this option.
All companies must state the classes of shares it is authorized to issue and if the company is authorized to issue or more classes of shares, the rights, privileges, restrictions and conditions attaching to each share.
CLASSES OF SHARES PERMITTED
Registered shares, bearer shares, shares of no par value, preference shares, redeemable shares and shares with or without voting rights are permitted. Allow Nominee shareholder(s).
BEARER SHARES PERMITTED
Yes. (However, Bearer Shares are immobilized.)
DISCLOSURE OF BENEFICIAL OWNERSHIP TO AUTHORITIES
No. Disclosure of the beneficial owner(s) is not required but share Register must be lodged with Registered Agent.
Only the Memorandum and Articles are required for public records. The registration and deregistration of Registers of Directors, Members, and Mortgages and Charges may optionally be filed. Register of Directors and Register of Members must be
kept at the office of the Registered Agent but details of the directors and shareholders do not appear on any public records.
A British Virgin Islands company is exempt from:
- the payment of all forms of local taxation;
- the payment of stamp duties for transactions in respect of its shares, debt obligations or other securities;
- the payment of stamp duties with respect to all instruments relating in any way to its assets or activities.
DOUBLE TAXATION TREATY ACCESS
LEGAL PROTECTION OF ASSETS
Assets are protected from confiscation or expropriation orders or similar actions by foreign governments.
FINANCIAL STATEMENT REQUIREMENTS
There is no requirement to file audited accounts with the authorities, the company is required only to keep whatever financial records that reflect the financial position of the company. No filing of annual returns is required.
No annual meeting is required. Any and all meetings may be held outside of British Virgin Islands and may be by telephone or other electronic means.
The minimum number of directors is one. Directors may be natural persons or bodies corporate. They can be of any nationality and need not be British Virgin Islands resident. The Registered Agent must appoint a director within 6 months of the date of incorporation of the company. A person shall not be appointed as Director unless he or she has consented in writing to be a director. A company shall have one or more directors and the number of directors can be fixed by the Articles of the company.
Where a company has a sole member acting as the sole director, that person can appoint a Reserve Director who will become the director of the company upon the death of the sole director. The Reserve Director must consent in writing to act as director.
A company secretary is not a requirement under the Act, but a secretary can be appointed to facilitate signing obligations.
The minimum number of shareholders is one. Shareholders may be natural persons or bodies corporate and of any nationality. No details of the shareholders appear on the public records but a register of shareholder must be kept at the office of the Registered Agent.
No minimum capital is required. Shares may be issued with or without par value and in any currency as permitted by the Memorandum of Association and Articles of Association. A minimum of one share should be issued to maintain limited liability of the Directors.
We have some stock of “Ready-made” companies that are immediately available for purchase and are pleased also to incorporate a company with client’s proposed name. All companies are provided with our comprehensive company kit, include the following:
* Certificate of Incorporation
* Subscriber Appointment of First Director(s)
* 1 Statutory Book
* Original & copies of Memorandum & Articles of Association
* A Corporate Seal
* A Pre-ink Stamp
* Share Certificates
Panocean Secretarial Group will be happy to provide you with a schedule of our current fees for the company set up and provision of company secretary/correspondence address/nominee services upon request.
These are only the general guidelines and they do not constitute any legal liability for inaccurate information mentioned above.
Panocean Secretarial Services Limited ©2004 Copyright. All rights reserved. It is not allowed to reproduce, transmit or re-keying the above information.