Jurisdictions: British Virgin Islands

Background | Company Formation | Shares, Taxation and other matters | Management Structure | Corporate Highlights

BACKGROUND

The British Virgin Islands consist of 60 islands and cays having a total land area of 150 sq. km. They lie to the north west of the United States Virgin Islands and are separated from them by a channel only five kilometers wide. The neighbor with the largest land area is Puerto Rico, 96 km to the west. The islands promote two successful economies, tourism and offshore finance.

LANGUAGE
The official and spoken language is English.

CURRENCY
US Dollar.

EXCHANGE CONTROL
None.

TYPE OF LAW
Common Law, based on English Common Law with local modifications and local statutes.

COMPANY FORMATION (Back)

TYPE OF COMPANY FOR INTERNATIONAL TRADE AND INVESTMENT
International Business Company.

PROCEDURE TO INCORPORATE
Submission of the Memorandum and Articles of Association and a Certificate from the Registered Agent confirming compliance with the requirements of the ordinance.

RESTRICTIONS ON TRADING
An BVI International Business Company cannot trade within the British Virgin Islands or own real estate there. Cannot undertake the business of banking, insurance, assurance, reinsurance, fund management, collective investment schemes, trust management, trusteeship, the rendering of investment advice or any other activity that would suggest an association with the banking or insurance industries. Cannot offer its shares for sale to the public.

POWERS OF COMPANY
A company incorporated in the British Virgin Islands has the same powers as a natural person.

LANGUAGE OF LEGISLATION AND CORPORATE DOCUMENTS
English.

TIME TO INCORPORATE
Two days, but allow ten working days for receipt of documentation.

NAME RESTRICTIONS
Any name that is identical or similar to an existing company, or any name that suggests the patronage of the Royal Family or the Government of the British Virgin Islands.

LANGUAGE OF NAME
Whilst the name of company can be in any language, the documentation will be in English. Any name in a language other than English must be accompanied by a translation to ensure that the name is not restricted.

REGISTERED OFFICE REQUIRED
Yes, must be maintained in the British Virgin Islands, and must be maintained at the office of a licensed trust and management company.

NAMES REQUIRING CONSENT OR LICENSE
Bank, building society, savings, loans, insurance, assurance, reinsurance, fund management, investment fund, trust, trustees, Chamber of Commerce, university, municipal or their foreign language equivalents.

SUFFIXES TO DENOTE LIMITED LIABILITY
Limited, Corporation, Incorporated, Sociètè Anonyme, Sociedad Anonima or their relevant abbreviations.

DISCLOSURE OF BENEFICIAL OWNERSHIP TO AUTHORITIES
Yes.

SHARES, TAXATION AND OTHER MATTERSS (Back)

AUTHORIZED AND ISSUED SHARE CAPITAL
The normal authorized share capital is US$50,000 with all of the shares having a par value, this being the maximum share capital for the minimum duty payable upon incorporation and annually thereafter. The share capital may be expressed in any currency. The minimum issued capital is share of no par value or no share of par value.

CLASSES OF SHARES PERMITTED
Registered shares, bearer shares, shares of no par value, preference shares, redeemable shares and shares with or without voting rights.

BEARER SHARES PERMITTED
No.

TAXATION
An International Business Company does not pay any tax on its worldwide profits to the British Virgin Islands authorities.

LICENSE FEES
Companies with an authorized capital up to US$ 50,000 pay US$ 450.00 per year.
Companies with a share capital more than US$ 50,001 pay the sum of US$ 1,100.00 per year.
Companies with a share capital that does not exceed US$ 50,000 and having some or all of its shares with no par value pay the sum of US$ 420.00 per year.

FINANCIAL STATEMENT REQUIREMENTS
Whilst there is no requirement to file audited accounts with the authorities, a company is required to keep financial records which reflect the financial position of a company.

MANAGEMENT STRUCTURE (Back)

DIRECTORS
The minimum number of directors is one. They may be natural persons or bodies corporate. They may be of any nationality and need not reside in the British Virgin Islands. Directors may hold meetings in any country and they may attend such meetings by proxy.

<COMPANY SECRETARY
A company secretary must be appointed. The company secretary may be a natural person or a body corporate. They can be of any nationality and need not reside in the British Virgin Islands.

SHAREHOLDERS
The minimum number of shareholders is one.

SHAREHOLDER MEETINGS
Shareholders may hold their meetings in any country and they may attend such meetings by proxy.

REGISTERED OFFICE
The Registered Office should be in the British Virgin Islands.

SEAL
The Company Seal is mandatory.

CORPORATION HIGHLIGHTS (Back)

GENERAL

Type of Company

IBC

Political Stability

Good

Common or Civil Law

Common

Disclosure of Beneficial Owner

Yes

Change of Domicile Permitted

Yes

Tax on Offshore Income

Nil

CORPORATE REQUIREMENTS

Minimum Number of Shareholders

One

Minimum Number of Directors

One

Bearer Shares Allowed

No

Corporate Directors Permitted

Yes

Company Secretary Required

Yes

Standard Authorized Share Capital

US$ 50,000

LOCAL REQUIREMENTS

Registered Office/Agent

Yes

Company Secretary

Yes

Local Directors

No

Local Meetings

No

Government Register of Directors

Yes

Government Register of Shareholders

Yes

ANNUAL REQUIREMENTS

Annual Return

No. See Above

Submit Accounts

No

ANNUAL GOVERNMENT COSTS

Minimum Annual Tax/License Fee

US$ 450

Annual Return Filing Fee

N/A