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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.
A corporation in the British Virgin Islands may be used for:
|General investment – bank accounts, fixed deposits, investment plans and
other commercial or financial titles|
|Holding Company - for assets internationally or other companies|
|Inter-company loans and investments|
|Manage international business transactions or market and promote goods and
|Real Estate Holding – apartments, houses, vacation property, or commercial
|Software or intellectual property development, own patents and trademarks
licensed to other companies|
Business Prohibited to an IBC
Please note that an IBC may not:
|Do business with BVI residents|
|Own real estate in BVI apart from office leases|
|Provide registered office or agent facilities for companies incorporated
in the British Virgin Islands|
Business which requires a License:
|Banking or trust business|
|Business as an insurance or re-insurance company or insurance agent or
|Company management business or mutual fund administration|
International Business Corporations (IBC’s) offer the
following features and advantages:
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.
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).
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.
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.
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
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.
Reservation: The Registrar of Companies allows for names to be
reserved for up to 90 days.
Foreign Authorities: BVI law offers official protection to the
shareholders of an IBC and the IBC itself from legal actions of foreign
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.
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.
of Shares: Share of an IBC are freely transferable.
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).
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:
Business Companies (Amendment) Act 2003. The company need only have one
director, although it may have more.
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.
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.
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.
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.
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
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
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.
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
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
|Name changes of the corporation;|
|Amendments to the authorised capital;|
|Merger agreements or the dissolution of the company;|
|Any other amendments to the Memorandum or Articles of Association.|
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09-Feb-2011 17:13 -0500