The BVI constitute one of the world’s most reputable international financial centers and are located approximately sixty miles east of Puerto Rico and two miles from St. Thomas, U.S. 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 favorable. 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 based on the 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, 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, 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. Memorandum and Articles of Association must be lodged with the Registrar. Memorandum specifies the activities in which the company may engage and 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 authorized 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 authorized capital up to US$ 50,000 pay the government annual license fee of US$ 350. The annual license fee for companies with an authorized share capital in excess of US$ 50,000 is US$ 1,100.
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 in Registry. 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.
REGISTERED OFFICE AND LOCAL AGENT OR SECRETARY
Each BVI Business Company is required to have a registered office and registered agent, which details should be notified to the Registrar of Companies. 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.
The meetings of directors or shareholders need not be held in the British Virgin Islands; also there is no requirement for an Annual General Meeting. All meetings may be held outside the BVI, by telephone or other electronic means. Alternatively, directors and shareholders may vote by proxy.
BVI BC’s are normally incorporated within 1-3 business days; if you require the incorporation documents to be legalized via Apostille, you must allow for additional 2-3 days to have this completed.
RECURRING AND MAINTENANCE FEE AS FROM 2ND YEAR
- Provision of registered office and registered address
- Provision of company Secretary & registered agent
- Government fee where a BC has an authorized share capital up to US$ 50,000