British Virgin Islands


General Introduction

British Virgin Islands (BVI) are a group of 50 islands located in the Caribbean, roughly 60 miles at the east of Puerto Rico and is part of the British Overseas Territory.

Its principal islands are Tortola, Virgin Gorda, Anegada and Jost Van Dyke.

BVI is constitutionally autonomous from the United Kingdom, except for foreign affairs, defense, homeland security, civil service and court administration. It is considered as one of the most important financial and services centers of the region.

Advantages that  British Virgin Islands (BVI) may offer you:

  • British Virgin Islands, share the U.S. dollar as currency.
  • It has beautiful beaches, due to which it has a very active tourism.
  • The financial services sector is the fastest growth sector in the BVI economy and together with the banking and insurance, has contributed significantly to the growth of the BVI gross domestic product.

We at WCS can assist You to carry out the business of organization and management of BVI Business Companies and Vista Trusts.

BVI CORPORATIONS

Company Law.

The BVI Business Companies Act “BVI BC Act”, 2004.

Type of Companies.

In addition to the companies limited by shares, the BVI BC Act allows the incorporation of other types of companies such as:

  • Companies limited by guarantee and authorised to issue shares;
  • Companies limited by guarantee and not authorised to issue shares;
  • Unlimited companies authorised to issue shares;
  • Unlimited companies not authorised to issue shares;
  • Restricted purpose companies and
  • Segregated port folio companies.

Points of Interest.

Incorporation under the BVI BC Act provides the fo lowing benefits and features:

  • The BVI Business Companies (“BBC”) created under the BVI BC Act are not prohibited from carrying on business with persons in the BVI. However, the memorandum must contain a statement in the approved form specifying the limitations on the business that the company may carry on in the BVI.
  • BBC companies are exempt from all BVI taxes and stamp duty (except for registration fees and annual license fee) even though the administration of a BBC may be from within the BVI.
  • A BBC is not required to have an authorised capital . The BVI BC Act requires the memorandum to state the maximum number of shares that the company may issue.
  • The company does not have to state the par value of its shares or the currency, although it may do so.
  • BBCs are not required to state their object or purpose in the memorandum, although they may do so.
  • An BBC is required to have a Registered Agent and a Registered Of f ice in BVI.
  • Both registered and bearer shares can be issued (and converted from one to another). As of the effective date of the Amendment Act , 2003, whenever a company issues a bearer share it will be required to deliver it into the custody of a custodian. Our affiliated office is licensed to act as Authorized Custodian.
  • Board meetings of stockholders/directors/officers may be held anywhere in the world and may be conducted by telephone or through electronic means. Circular resolutions are acceptable.
  • No public record is kept of the identity of shareholders or directors.
  • Directors have power to protect the assets of the company by transferring them to trustees, another company or legal entities for the benefit of the BBC, its beneficial owners or creditors.
  • Registered Agents are authorized to authenticate the signatures of director s , officer s, or agent .
  • The BBC Ordinance allows that a company incorporated outside the BVI may be redomiciled in the BVI under the “continuation” features of this Ordinance.
  • The books and records of the company may be maintained anywhere.
  • No accounts or annual summaries have to be filed with the Government , with the exception of the annual fee form to be completed and filed by the Registered Agent in BVI .
  • BBCs may merge or consolidate with BVI or foreign companies where permit ted by the law of the country of residence of the foreign company.
  • Shares need to be issued once directors are appointed.
  • Directors must sign an acceptance let ter.

How to incorporate a BBC.

Any person (natural or juridical) may singly or jointly with others (in the BVI or elsewhere) incorporate a BBC by subscribing to a Memorandum and Articles of Association.

The usual procedure is for a nominee to act as incorporator. Our BVI Registered Agent, offers the service to act as sole incorporator.

When the company is registered, control of the company is passed over to the interested party by appointing as first directors ( individual or corporate) those indicated by the client. The directors, in turn, arrange the issuance of shares and take the other decisions to commence business.

The length of time required for the corporation to be formed will be approximately five (5) working days from the date in which final instructions are received by us.

IMPORTANT NOTE: In accordance with regulatory and legal provisions , our firm maintains internal policies related to the processes of “Due Dilligence” and “Know your Client ” , as routine to avoid the occurrence of illicit activities, protecting our clients and our business.

Incorporation Cost .

The incorporation cost of a BVI corporation allowing up to 50,000 standard share capital covers the following:

  • Professional fees for the incorporation,
  • Duties payable to the local
  • Government for the incorporation of the company ,
  • Certificate of Incorporation,
  • Memorandum & Articles of Association,
  • First Minutes,
  • Corporate Register,
  • Printed share certificates,
  • Corporate seal ,
  • Providing Registered Of f ices and serving as Registered Agent for the first year
  • Providing Nominee Director/Secretary and Shareholder/s for the first year

Annual License Tax.

Registered Agent and Registered Of f ice fees applies one year after to the incorporation date.

Annual License Tax paid to the government for companies allowing up to 50,000 shares is US$350.00. A BBC must pay an Annual License Tax to the government. The amount of this tax depends on the authorised shares of the company.

If the annual license tax is not paid due date on the corresponding last penalty date, the company is stricken-off from the Regis ter. However, it may be subsequently restored by payment of fine.

a) For companies incorporated during the first six months of a year:

  •  Payment of the License Tax is due by May 31st .
  •  After June 1st payment of the tax is subject to the following surcharges for non-payment on due date:
    • 10% unt i l 31s t July
    • 50% unt i l 31s t October

b) For companies incorporated during the second six months of a year:

  • Payment License Tax is due on November 30th.
  • After December 31s t payment of the tax is subject to the following surcharges for non-payment on due date:
    • 10% until 31st January
    • 50% until 30th April

Please note that on the next year following the year of incorporation, we shall send the client a reminder on when and how to pay the Annual License Fee and Register Agent and Of f ice fee.

Amendments.

The Memorandum/Articles of Association may be amended by either a resolution of directors or of shareholders and the amendment filed with the Registrar of Companies.

Books, Records and Common Seal .

A BBC is required to have a common seal (which may be kept outside or within the BVI) and an imprint thereof must be kept at the BBC’s Registered Of f ice in BVI. Seals must be used if the company enters into a contract which, if entered between individuals, would be required by law to be in writing and under seal. ABBC shall keep such accounts and records as the directors consider necessary or desirable in order to reflect the financial position of the company, at the Registered Office of the company in BVI or at such other place outside the BVI as the directors determine.

Powers of Attorney.

A BBC may grant general or special Powers of Attorney to any person, to act on its behalf to execute contracts, agreements, deeds and other instruments. These powers are not a matter of public record, although it is advisable that the Registered Agent be informed.

Certificates of Good Standing.

Certificates of good standing for a BBC can be obtained upon application to the Registrar of Companies.

Register of Shares

No public records exist of shareholders. Every BBC is required to keep one or more Registers of shares and shareholders, and at least one copy thereof must be kept a t the Registered Office of the Company in the BVI. To comply with the law, the Registered Agent must be informed of any changes in the Shares Register.

Directors/Officers.

Every company is required to appoint one or more directors within six months of its incorporation. A company may serve as a director. There are no nationality requirements for directors or shareholders. A director cannot be appointed unless he has given written consent to his appointment. Once a Director is appointed, the company must issue shares. Every company formed in the BVI is required to establish and maintain a Register of Directors. The Register must be kept at its Registered Office and will remain confidential in our files as it is not a requirement to file it at the Registry of Companies.

Transfer of Jurisdiction.

A BVI company may transfer its domicile to a foreign jurisdiction permitting such transfer.

A company organized under any foreign jurisdiction may continue its existence as a BVI company upon approval of the necessary Resolution by its proper corporate body. Upon the registration of the Articles of Incorporation with the Registrar of Companies such a company will then continue as a BVI company regardless of provisions to the contrary in the laws of its previous jurisdiction.

For incorporation queries in this jurisdiction, please complete and return to us our Company Formation Questionnaire.

For further information on our services provided in this jurisdiction and for the list of our currently available self-companies in this jurisdiction, please Contact Us.

 

JURISDICTION INFORMATION CHART

GENERAL INFORMATION BRITISH VIRGIN ISLANDS
Company Law BVI Business Companies Act 2004.
Type of Company Business Company(BC)
Language of Legislation and Corporate Documents English
Taxation of Foreign Profits None
Exchange Controls None
Length of Time to incorporate 2 to 3 working days
Shelf Companies available Yes
CORPORATE NAMES
Name Restrictions Names identical or similar, offensive words
Endings and Abbreviations Required Limited/Ltd., Corporation/ Corp. Incorporated/Inc., Sociedad Anonima/S.A.
Length of Time to Verify Name Availability 1 day
Reservation of Names Permitted Yes
Language of Name Any language using the Latin alphabet, Chinese characters allowed
Name of Banks, Insurance, Investment Fund, Trust Company or their equivalent require consent and/or licence Yes
CAPITAL AND SHAREHOLDERS
Minimum Number of Shareholders One
Local Shareholders Required No
Corporate Shareholders Permitted Yes
Disclosure of Shareholders No
Minimum Authorized Capital Required No minimum
Authorized Capital/Number of shares that the company is allowed to issue 50,000 shares
Bearer Shares Permitted Yes, must be deposited with an authorized custodian
Registered Shares Permitted Yes
No Par Value Shares Permitted Yes
DIRECTORS AND OFFICERS
Minimum Number of Directors One
Qualifications of Directors Legal age
Officers Required No
Corporate Directors/Officers Permitted Yes
Nominee Directors/Officers/Shareholders Permitted Yes
Appointment of Subsequent Directors/Officers Memorandum and Articles of Association
MEETINGS
Annual General Meeting of Shareholders Required No
Annual General Meeting of Directors Required No
Location of Directors and Shareholders Meetings Anywhere
Adoption by Consent Permitted Yes
Quorum required for purposes of meetings Memorandum and Articles of Association
LOCAL REQUIREMENTS  
Local Qualified Registered Agent/Office Yes/Yes
Filing of Register of Shareholders Optional
Filing of Register of Directors/Officers Optional
Filing of Register of Charges Optional
Register of Directors/Officers to be kept at Registered Office Yes
Company Seal Required Yes
Copy of Minutes to be kept at Registered Office Optional
Copy of Share Register to be kept at Registered Office Yes
ANNUAL REQUIREMENTS
Minimum Annual License Fee or Franchise Tax US$350.00
Annual License Fee or Franchise Tax Due Date May 31st (1stsemester Co’s)November 30th (2nd semester Co’s)
Applicable Surcharges for late payment and Restoration fees 10% (1st June 1-July 31 for 1st semester Co’s) and (Dec. 1-Jan 31 for 2nd semester Co’s) 50% (Aug.1-Oct. 31 for 1st semester Co’s) and (Feb1-Apr 30 for 2nd semester Co’s) 1st year restoration fee UD$375 – Nov 1 (for 1st semester Co’s) and May 1 (2nd semester Co’s) 2nd year restoration fees US$400.00 – May 1 (for 1st semester Co’s and Nov 1 (for 2nd semester Co’s)
Requirement to File Annual Returns No
Requirement to Submit Annual Audited Accounts No
OTHER RELEVANT INFORMATION
Member of Apostille of the Hague Convention Yes
Increase or Reduction of Capital Directors’ resolution
Re-domiciliation/Continuation Allowed Yes
Reinstatement at Registry Yes
Dissolution/Striking-off for not payment of annual license fees Compulsory or voluntary winding up and dissolution; and striking-off for non-payment.
   

 

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