British Virgin Islands (BVI) International Business Company Formation

BVI Offshore Company Registration

British Virgin Islands Business Company Registration Packages

Includes:

1. Government Registration Fee (First year)
2. Registered Office Address (First year)
3. Registered Agent Services (First year)
4. Company Secretarial Maintenance
5. Certificate of Incorporation
6. Memo & Articles of Association
7. Appointment of 1st Directors
8. Consent Actions of the BOD
9. Share Certificates
10. Register of Directors
11. Register of Officers
12. Register of Shareholders
13. FREE Phone and/or email consultations

 

BVI Business Company Incorporation Requirements

An individual or company who wishes to form a registered company in the BVI must go so through a registered and licenced agent.

There are minimal requirements to formally initiate the BVI company formation process:

1. A notarized photocopy of a passport
2. Notarized addresses details
3. Proposed name of company 
4. Amount of share capital (if different than the standard share capital of US $50,000)

The next step is file the company’s memorandum and articles of association with the BVI Registrar, together with a document detailing that a registered agent is agreeing to consent to act in his/her capacity. The registered agent performs a due diligence and having satisfied all the requirements put forth by the Register, it will produce a certificate of incorporation.

NOTE: The registered agent is given the powers to incorporate the offshore company and sign the formation documents on behalf of the client without the need to travel personally to the jurisdiction.

BVI Company Corporate Taxation

A BVI BC pays no corporate tax, including no taxes on capital gains, inheritance, sales, or any value added taxes. All dividends, compensations, rents and royalties are also exempted from BVI taxes.

BVI Business Company Corporate Details

Anonymity, Confidentiality and Disclosure

Directors and Shareholder information are kept confidential and are not disclosed to the public. A Register of Directors and Shareholders do not need to be held by the Registers office in the BVI. Anonymity can be guaranteed through the use of nominee services—though director and shareholder details already remain confidential.

Company Shares

Share of no par value, preference shares, redeemable shares, registered shares, bearer shares and shares with or without voting rights are allowed.

The memorandum of association must set out the maximum number of shares that the company is issuing or state that the company is authorised to issue an unlimited number of shares.

Required Share Capital

No required minimums or maximums for share capital. Normal authorised share capital is US $50,000, which is the maximum capital for the minimum duty and licence fee payable (US $350), for a share capital of is US $50,001, the licence fee is US $1100. Share capital also need not be disclosed.

Financial Statement Required

There are no requirements to file or submit a statement of accounts nor are there requirements to file an annual return, however a company is required to keep detailed accounting of all transaction which may be kept at the registered agents office, or the Directors have the discretion of maintaining records anywhere in the world of their choosing, though a written record of the physical address of the records must be kept with the registered office.

Directors

Only one Director is necessary, though a President, Secretary and Treasurer are mandatory for a BVI BC; however, a single person or entity may hold all positions. A Director need to not be a resident and may hold any nationality. Any legal entity including corporations or an individual may hold the position as Director. A nominee Directors service may also be used.

Company Secretary

Not required; although a secretary is normally appointed so as to facilitate signing obligations.

Company Meetings

Business Company Director or Shareholder meetings are not necessary

Principal Corporate Legislation

BVI Business Companies (BC) Act 2004 replaced the older BVI Companies Act of 1984; this newly formed statute is based on the New Zealand statute, replacing the legislation that was formerly modelled after the Delaware statues.

The new 2004 legislation, BVI BC, Act legally made 'offshore' and 'onshore' entities the same in a number of areas and enabled BC’s from conducting business within the BVI. Similarly, International Business Company (IBC) are now called Business Company (BC) which harmonizes the differences between international and local companies.

The Act also regulates the operation of various types of both local and international companies, including those limited by shares or by guarantee, unlimited liability companies, restricted purposes companies and also segregated portfolio companies.

Type of Law

English Common Law with local statutes

Shareholders

One. Shareholder may also be the Director.

Trading Restrictions

BVI BC’s are subjected to restrictions in conducting business in mutual fund management, banking, insurance and trust management. There are no restrictions on doing business or buying any real estate in BVI.

Exchange Controls

The BVI have no exchange controls with no restrictions on the movement of funds into or out of the BVI, which may be freely converted into any currency.

Language of legislation and Corporate Documents

English

Registered Office required

Yes; an imprint of the company seal must be held at the registered office as well as a Register containing the names and details of Directors and Shareholders.

Local Presence

No

Annual Reporting

None required

Shelf Companies available

Yes

Time required to form offshore company

2-5 Business days

Language of Name

English, however a company may use a second foreign character name, but must supply a notarized English translation.

Names Restrictions

Any name that is identical or similar to a name already in use or one that suggests patronage to the BVI government or the British royal family.

Names of Company requiring a special licence or permission

A BC must obtain a special licence if the name of the BC contains any word that includes bank, building society, savings, loans, insurance, assurance, reinsurance, fund management, investment fund, trust, trustees, university, municipal or their foreign language equivalents

Permitted limited liability suffixes

“Limited", “Corporation", “Incorporated", “Societe Anonyme”, “Sociedad Anónima”, or their respective abbreviation “Ltd.”, “Inc.”, or “S.A.”.

Access to Double Tax Avoidances Treaties

There are two agreements in place for Switzerland and Japan, though these agreements allow only for the limited exchange of tax related information and are not applicable to offshore businesses.

Licence Fee

BCs with an authorised share capital of up to US $50,000 are required to pay the sum of US $350 annually, whereas an BC with an authorised share capital greater than US $50,001 is required to pay the sum of US $1,000 per year.

British Virgin Islands BVI IBC Company Formation with Offshore-Protection

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Start the BVI Incorporation process with Offshore-Protection today. Order a BVI IBC with or without a bank account. Let's Get Started with the offshore Corporation process today, or give us a call for a free offshore legal Consultation.