British Virgin Islands BC
Formation of a BVI Business Company (BC)
A BVI BC is a tax exempted company with a flexible organisational structure and strict confidentiality. It is applicable for any international business activity and is commonly used for insurance companies, investment fund structures, or group holding companies.
FACTS & INFO
The BVI constitutes one of the world’s most reputable international financial centres and are located approximately sixty miles east of Puerto Rico and two miles from the US Virgin Islands.
On January 1 2005, a new version of the BVI Business Companies Act was adopted, implementing further improvements in the BVI offshore corporate legislation which is already considered to be favourable. The new BVI Business Companies Act removes any distinctions between the companies operating in the domestic market and companies restricted only to international business, and joins them into one unified type of company – a BVI Business Company (BVI BC). This new corporate structure preserves all the benefits provided by the previous legislation, including exemption from taxes.
The Business Companies Act is based on English law and is used, inter alia, to form various types of companies used by businesses trading in the BVI.
Companies formed under the Business Companies Act can be private companies limited by shares, by guarantee, or hybrid; or they can be unlimited, but that is rare. Public companies can also be formed under the Act. A company limited by shares is the most popular type of company formed today with the liability of its members limited to the amount paid on shares they hold.
Foreign companies can re-establish themselves in the BVI without the necessity for reciprocal arrangements in the original country of incorporation.
BVI company names must end in one of the following words, or their relevant abbreviations: "Limited", "Corporation", "Incorporated", "Société Anonyme", or "Sociedad Anonima". The following names to be used require licensing: "Bank", "Insurance", "Assurance", "Re-Insurance", "Trust", "Trustee", "Savings", "Royal", "Asset Management", "Fund Management", "Investment Fund", "Building Society", "Municipal", or "Chartered". Names denoting any connection to local, state or national governments are generally prohibited.
MEMORANDUM AND ARTICLES OF ASSOCIATION
A company can be incorporated in the BVI by application made to the registrar of companies. A memorandum and articles of association must be lodged with the registrar. A memorandum specifies the activities in which the company may engage and the articles of association specify the rules governing the internal management of the company.
A minimum of one shareholder is required, which may be an individual or a body corporate. The details of company shareholders are not part of the public records.
There is no specific minimum capital requirement. The standard authorised share capital is US$50,000. The minimum issued capital may be one share of no par value or one share with par value. Registered shares, shares of no par value, preference shares, redeemable shares and shares with or without voting rights are permitted. Companies with an authorised capital up to US$50,000 pay the government annual license fee of US$350. The annual license fee for companies with an authorised share capital in excess of US$50,000 is US$1,100.
DIRECTORS AND COMPANY SECRETARY
BVI Business Companies must have a minimum of one director, and corporate directors are permitted. There is no requirement to have resident directors.
The name and address of the director(s) of companies must be filed to the Registrar of Companies. This Registry will not be public and will only be available for inspection by a court order or written order from a competent BVI authority.
There is no requirement to have a company secretary; however, it is advisable to have one for administration purposes. An individual or a body corporate of any nationality can be appointed as company secretary.
Each BVI Business Company is required to have a registered office and registered agent, details of which should be notified to the Registry of Corporate Affairs.
The meetings of directors or shareholders need not be held in the British Virgin Islands; also there is no requirement for an AGM. All meetings may be held outside the BVI, by telephone or other electronic means. Alternatively, directors and shareholders may vote by proxy.
BVI BCs are normally incorporated within 1 to 3 business days; if you require the incorporation documents to be legalised via apostille, you must allow for an additional 2 to 3 days to have this completed.
RECURRING MAINTENANCE FEES
As from the second year, there are recurring maintenance fees of $1,240. These include:
- Provision of registered office and registered address
- Provision of company secretary and registered agent
- Government fee where a BC has an authorised share capital up to US$50,000
BVI Business Companies are exempt from the BVI income tax, tax on dividends, interest, royalties, compensations and other amounts paid by a company; also, they are exempt from capital gains, estate, inheritance, succession or gift tax with respect to any shares, debt obligations or other securities of the company. BVI BCs are also exempt from any kind of stamp duties related in any way to its assets or activities, with an exception for land-ownership transactions in the BVI, in which case a stamp duty remains payable.
AUDIT AND ACCOUNTING
Whilst there is no requirement to file audited accounts or annual returns with the authorities, a company is required to keep financial records which should reflect its financial position.
Our Services and Requirements
OUR SERVICES INCLUDE:
- Name check and approval
- Filling of incorporation documents with the Registry of Corporate Affairs
- Registration forms
- A standard set of original corporate documents
- Payment of the government fee of $450
- Provision of registered office one year
- Provision of company secretary and registered agent for one year
- Metal embossing seal
Please note: If applying for a corporate bank account you will need to order a full set of apostilled company documents when the account is opened outside of the British Virgin Islands.
Please provide the following documents for all directors, shareholders, beneficial owners, and authorised signatories:
- Notarized copy of valid passport.
- Original or Certified copy of utility bill / bank statement (as verification of residential address, dated within three months).
- Original or certified copy of Banker’s reference letter (dated within three months).
- In cases where shareholders and/or directors are corporate bodies, full apostilled set of corporate documents and certificate of good standing (for companies registered more than one year).
IMPORTANT NOTE: LICENSABLE BUSINESS ACTIVITIES
If you conduct any activity without the required license or authorisation granted by a relevant authority in any jurisdiction, Starting Business will not be able to assist you with the company formation or bank account opening related to such unlicensed activity.
Licensable activities include, but are not limited to: provision of financial services involving trading/brokerage in foreign exchange, financial and commodity-based derivative instruments and other securities; offering investment advice to public; insurance and banking; operation and administration of collective investment schemes and mutual funds; payment processing services; money exchange, money transmission or money brokering; asset management; safe custody services; gaming, gambling and lotteries.
Please contact us if you need assistance in the licensing of your financial, Forex brokerage or gambling company.
Shipping of corporate documents or banking kits to your destination requires an extra charge and will be automatically added to your order during checkout. Shipping costs for international courier services are set automatically depending on geographic zones.