BVI - British Virgin Islands Company Information

Business Company's ('BC's') are companies incorporated in the British Virgin Islands ('BVI') under the Business Companies Act 2004, but whose business is to be conducted outside the BVI, and which may not do business with any person resident in the BVI.

BVI BC's are a very popular and widely used offshore companies because of their administrative ease, flexibility, taxation exempt status in BVI and the fact that they are widely accepted and understood by the international financial community. BVI BC's may not own real property in the BVI, other than the lease of an office, and may not carry on banking or trust business (unless licensed under the Banks and Trust Companies Act, 1990) or insurance or re-insurance business (unless licensed in the BVI to carry on that business).

Otherwise, BVI BC's may engage in any activity that is not illegal under the laws of the BVI subject to any restrictions in their Memorandum of Association. The British Virgin Islands are a small group of islands in the Caribbean Sea located 60 miles east of Puerto Rico. The BVI has excellent airline connections with Puerto Rico's capital of San Juan, which is a major hub for American Airlines.

The BVI financial services industry enjoys the advantages of having responsibility for its internal self-government, while maintaining the political and economic stability associated with being a British Overseas Territory. The BVI has an independent legal and judicial system based on English Common Law, with a right of final appeal to the Privy Council in London.

Policies and legislation are developed in close consultation with the private sector. Offshore business can be carried out in a tax-free environment.

Type of Company for International Trade and Investment
The BVI 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
BVI BC's 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.

Shelf Companies Available
Yes.

Time to Incorporate
1-2 working days.

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
English name only or Both English name and Chinese name. The Chinese company name must be the true translation of the English one.

Registered Office Required
Yes, must be maintained in the British Virgin Islands, and must be maintained at the office of a licensed management company.

Names Requiring Consent or Licence
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, Société Anonyme, Sociedad Anónima or their relevant abbreviations.

Disclosure of Beneficial Ownership to Government Authorities
No.

Compliance

Authorised and Issued Share Capital
The normal authorised share capital is 50,000 registered shares with all of the shares having a par value of US$1 each, 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 one share.

Classes of Shares Permitted
Registered shares, bearer shares, shares of no par value, preference shares, redeemable shares and shares with or without voting rights.

Taxation
A Business Company does not pay any tax on its world-wide profits to the British Virgin Islands authorities.

Double Taxation Agreements
The British Virgin Islands has treaties with Japan and Switzerland, although they have limited benefit and are not applicable to offshore business.

Licence Fees
Companies with an authorised capital up to 50,000 registered shares only pay US$350 per year.

Companies with a share capital more than 50,000 registered shares pay the sum of US$1,100 per year.

Financial Statements Required
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.

Directors
The minimum number of director(s) is one. The director(s) may be natural person(s) or body corporate(s). The director(s) may be of any nationality and need not reside in the British Virgin Islands. No details of the director(s) appear on the public registry but a register of director(s) must be kept at the registered office address of the company in BVI.

Company Secretary
The appointment of a company secretary is optional. The company secretary may be a natural person or a body corporate. The company secretary can be of any nationality and need not reside in the British Virgin Islands.

Shareholders
The minimum number of shareholder(s) is one. The shareholder(s) may be natural person(s) or body corporate(s). The shareholder(s) may be of any nationality and need not reside in the British Virgin Islands. No details of the shareholder(s) appear on the public registry but a register of shareholder(s) must be kept at the registered office address of the company in BVI.