BVI

Features of BVI Business Companies

GOVERNING LAW

The BVI Business Companies Act 2004 (“the BVI BC Act”). The BVI BC Act, which replaced the existing regimes, has ruled the IBCs and the BVI Domestic Companies known as CAP 285s since January 2006.

BUSINESS TRANSACTIONS

BC’s may engage in any lawful business in any country and may carry on transactions in whatever currencies they choose.
Any business activity or transaction carried out by a BC outside the British Virgin Islands is fully exempt from taxation.

COMPANY NAME

The name of a BC may comprise the expression “BVI Company Number” followed by its company number in figures and the ending required.
A BC may have an additional foreign character name approved by the Registrar.

OBJECTS

There is no requirement to specify the purposes of the BC in the Memorandum and Articles of Association.

SHARES

There is no authorised capital or authorised share capital in the BC.
An unlimited number of shares is acceptable.
The par value of shares is not required.
Bearer shares are allowed, but subject to custodian services and to a higher governmental licence fee.

DIRECTORS / OFFICERS (SECRETARY) AND SHAREHOLDERS

Shareholders, directors and/or officers can be either corporate entities or natural persons.
Initial or ongoing changes in directors and/or officers need to be updated on the Register of Director(s) and Officer(s), of which a copy must be kept at the Registered Office.
The directors may grant special or general powers of attorney.
Companies are allowed to have a sole director.
Where a BC has only one member who is an individual and that member is also the sole director, such sole member/director may appoint a reserve director to act in his place in the event of his death.
The acceptance and resignation of director(s) is mandatory.
Neither the directors nor the officers need be shareholders.
Shareholders, directors and officers may be of any nationality and may be residents of any country.
Shareholders and directors may hold their meetings in any country and may attend such meetings by proxy or by any electronic means (phone, fax, etc).

ANNUAL FILING

No requirement to file annual returns or financial statements; no requirement to hold annual general meetings of shareholders or directors.

INCORPORATION AND ADMINISTRATION

Excellent availability of company names for incorporation.
Familiarity of incorporation documents (Memorandum & Articles of Association, Certificate of Incorporation) because the British Virgin Islands belong to the British Commonwealth.
The words "Limited" may be used in a company's name.
Incorporation documents may be drafted in Spanish or any other language and submitted together with an English translation.
Speedy incorporation procedures and simple ongoing administration.
Incorporation procedure takes from 5 to 6 days.
The BVI Registry is equipped with modern sophisticated computer equipment, which heightens speed and efficiency in the processing of documents in a timely manner.
Shelf companies available.
Registration of mortgages on vessels and aircraft available.

RECORD KEEPING

The accounting books, records and minutes of the company may be kept in any place or country at the directors’ choice.
Where a BC keeps a copy of the Register of Members and/or the Register of Directors at the Registered Office, it shall within 15 days of any change in the register notify the registered agent, in writing, of the change, and provide the registered agent with a written record of the address of the place or places at which the original Register of Members or the original Register of Directors is kept.
Where the place at which the original of the Register of Members and/or original of the Register of Directors is changed, the BC shall provide the registered agent with the physical address of the new location of the register with in 14 days of the change of location.
Annual accounts are neither required nor need be filed.

REGISTERED OFFICE, CORPORATE SEAL AND LEGALISATION

DOCUMENTS KEPT AT THE REGISTERED OFFICE

REDOMICILIATION

RE-REGISTRATION OF IBC’S AS BC’S

IBC’s formed before 1st January 2006 may during 2006 adopt a new Memorandum and Articles of Association and be governed by the BVI BC Act or take no action and be automatically re-registered in January 2007.