Gray and Co, lawyers, abogados, international legal services, Panama City

Beth Anne Gray J., LL.B. (Hons.)

P.O. Box 832-0816 - World Trade Centre - Panama City - Republic of Panama

International Legal Services

 

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British Virgin Islands (BVI) International Business Companies (IBC)

The information in this page is intended to simply outline for the user the general purposes or uses for which an IBC may be established in the BVI, as well as the benefits or advantages of establishing a corporation in the BVI.  We then proceed to provide a short summary of the characteristics of the IBC, as well as the requirements for incorporating a company. 

[Uses] [Benefits] [Characteristics] [Requirements] [Ongoing Services]

Uses of an IBC

A corporation in the British Virgin Islands may be used for:

bulletGeneral investment – bank accounts, fixed deposits, investment plans and other commercial or financial titles
bulletHolding Company - for assets internationally or other companies
bulletInter-company loans and investments
bulletManage international business transactions or market and promote goods and services
bulletReal Estate Holding – apartments, houses, vacation property, or commercial real estate
bulletSoftware or intellectual property development, own patents and trademarks licensed to other companies

Business Prohibited to an IBC

Please note that an IBC may not:

bulletDo business with BVI residents
bulletOwn real estate in BVI apart from office leases
bulletProvide registered office or agent facilities for companies incorporated in the British Virgin Islands

Business which requires a License:

bulletBanking or trust business
bulletBusiness as an insurance or re-insurance company or insurance agent or insurance broker
bulletCompany management business or mutual fund administration

Benefits:

International Business Corporations (IBC’s) offer the following features and advantages:

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Asset Protection: IBC’s are not required to keep assets or have bank accounts in the British Virgin Islands (BVI), nor are there restrictions or limitations on the use that an IBC may give to its assets and funds.

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Board and Shareholders’ Meetings: Shareholder and Directors' meetings may be held in any part of the world at any time.  There is no requirement as to the frequency of such meetings, and so they are not required to hold annual meetings. Decisions reached by shareholders or the Board of Directors may be adopted without a physical meeting, so long as the resolution is duly approved through written or electronic means, such as telex, telegram, fax, etc. Round-robin resolutions are also possible (where the resolution is signed by each director or shareholder in turn as they receive the resolution, rather than approved at a meeting).

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Business Activities: These Corporations may undertake any type of lawful business activity. However, the law specifically limits business enterprises such as banking, trust services, insurance services and other similar financial services to specially licensed companies. All other activities may be conducted with little regulation or interference from the BVI government.

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Corporate and/or Nominee Officers and Directors: We  can offer corporate officers and directors or nominees to ensure full service to clients. It is not necessary for the officers and directors to be BVI residents, nor is it necessary for the officers to be directors of the company. Only 1 director is required, although it is recommended that more than one officer be appointed.

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Currency and Exchange Controls: There are no restrictions or controls on currency exchange in the British Virgin Islands, as the US dollar is the local currency. Furthermore, IBC’s may be organised with an authorised capital in any currency.

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Documents & Records: With the exception of the Registers of the Company (Share Register and Register of Directors), which must remain in the offices of the Registered Agent, all books and records of transactions may be maintained in any language and kept in any country. There are no requirements to file organisational or accounting information with the Registrar of Companies (other than the Memorandum and Articles of Association). Share registers are only available for inspection by registered shareholders or by order of a British Virgin Islands Court.

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Name Reservation: The Registrar of Companies allows for names to be reserved for up to 90 days.

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Protection from Foreign Authorities: BVI law offers official protection to the shareholders of an IBC and the IBC itself from legal actions of foreign authorities.

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Share Classes: Shares may be established and issued in different classes, with various preferences, privileges, voting rights or restrictions, in accordance with the resolutions adopted by the Board of Directors. Furthermore, an IBC may reacquire and reissue its own shares.

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Tax Advantages: IBC’s are exempt from all local taxes and stamp duty. In particular they are not subject to income tax, nor are dividends, interest, income and other monetary benefits paid by an IBC to non-residents of the British Virgin Islands. Upon the sale or transfer of the IBC’s shares to a third person, capital gains tax is not payable under BVI law. Furthermore, IBC’s are not required to file tax returns or any other type of report or declaration to this government regarding foreign-source income.

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Transferability of Shares: Share of an IBC are freely transferable.

Characteristics of the BVI Company:

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A BVI Company is incorporated by the Registered Agent as the Subscriber to the Memorandum & Articles of Association (referred to often as the M&AA or Mems & Arts).

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The Subscriber of the Company (the Registered Agent) the appoints the first director(s) of the company - which must be done within thirty days after incorporation.  See: International Business Companies (Amendment) Act 2003. The company need only have one director, although it may have more. 

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The name of the Company may be any name which the client chooses.  Please note, however, that there are over 300,000 companies incorporated in the BVI, and therefore it is possible that the desired name has already been taken.  See Choosing the Company Name for possible alternatives for the company name as well as for the requirements. Through Shirley Trust I can check the availability of the name for a company at any time during the working day.  Depending on the status of the Registry system, a response will be sent to you within the hour.  If the name is not available, then we will let you know and we can suggest alternatives, if you so desire.

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The standard capital of a BVI Company is US$50,000.00, divided into 50,000 shares of US$1.00 each.  Where the company has a capital greater than $50,000.00, it will have to pay a higher government fee, both at the time of incorporation as well as annually.  It is also possible to incorporate the company with No Authorised Capital (i.e. with shares of No Par Value) or with an Authorised Capital, but not par value allocated to the shares.  Where the company has No Authorised Capital, the incorporation cost and annual renewal fees are also higher. 

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The purposes for which the company is incorporated are generally pretty broadly drafted and include a general clause to the effect that the company may carry on any business which is legal. 

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The company may appoint such officers as the directors deem expedient.  The most important of these will be the Company Secretary, who is responsible for maintaining the books and records of the Company.  Often BVI Companies only appoint a Company secretary. 

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The Company must adopt a seal, and an imprint of the seal must be given to the Registered Agent.  Usually this is adopted at the time of incorporation, and the seal is included with the incorporation documents. 

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Shares: Although the British Virgin Islands has not abolished bearer shares, there is now legislation in place which requires that Bearer Shares as of 2004 be held by a Qualified Custodian (this will usually be a bank or Trust Company in the BVI).  It will only be possible to issue bearer shares where they are issued directly to the custodian.  Registered shares are those shares issued in the name of the shareholder - however, there is privacy measures in place in the British Virgin Islands, as the Register of Members is held by the Registered Agent of the Company, and is not public information.  Shares of an IBC may be issued for consideration other than cash, such as for a promissory note. IBC legislation facilitates the transfer of assets between persons on a confidential basis, through the simple exchange of shares, rather than an exchange of the underlying assets. The Registered Agent of the IBC must have details of the shareholder or of an agent of the holder, in order to comply with notice requirements.  For more information - please see:  Bearer Share Update

Requirements for Incorporation of an IBC

Companies in the BVI are incorporated through AMS Group, a fully licensed general trust company which provides incorporation and trust services.  You may either incorporate a tailor-made corporation or request a list of ready-made "shelf" corporations. A shelf corporation is one which has been put into inventory after formation, and which is available for immediate transfer. The incorporation of a tailor-made corporation can be completed and couriered to you in a matter of days.

Please contact us to request an application form and a schedule of fees for the incorporation of a BVI Company.   Please note that you will need to meet the Due Diligence requirements before we can proceed with the incorporation.

Ongoing Services

After the company has been established, it will be necessary in subsequent years to pay the Annual Renewal Fees to keep the company in Good Standing.  This requires a payment of the Government Fees as well as the payment of Registered Agent fees.  If the company has nominee directors or mail-forwarding services, then these services would also be invoiced at this time. 

Corporate Secretarial Services

We can assist with the organisation, creation, modification, merger, liquidation, and dissolution of corporations, and are experienced in all facets of corporate secretarial services. We routinely provide certificates of good standing for companies, drafts minutes of meetings for shareholders and directors, in addition to providing expert advice where required.

Registration of Documents

In addition to registering the Memorandum and Articles of Association with the Registrar of Companies, the following documents must be registered:

bulletName changes of the corporation;
bulletAmendments to the authorised capital;
bulletMerger agreements or the dissolution of the company;
bulletAny other amendments to the Memorandum or Articles of Association.

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