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IBC - an International Business Company - is the most commonly used official name for what is more popularly known as an "offshore company". IBC's are the basic building blocks of the offshore financial services industry.
Essentially, a modern IBC is a private corporation which is exempt from tax, suitable for virtually any international business activity, has a flexible organizational structure, is not burdened by excessive reporting and record-keeping requirements, and maintains strict confidentiality provisions.
Since the adoption of the British Virgin Islands International Business Companies Ordinance in 1984, the BVI IBC has attained a model status in the offshore services industry. With more than 600,000 total incorporations and more than 5000 new companies registered every month, BVI is by far the most popular offshore tax haven. Such is the dominance of the British Virgin Islands as an offshore corporate domicile, that in many regions of the Far East International Business Companies are called simply as "BVI's".
In January 1, 2005 a brand-new version of the BVI Business Companies Act came into force. The new Act represents a further development in the already outstanding BVI offshore corporate legislation. The new law successfully addresses the challenges faced by the offshore financial industry in the 21st century, in particular the pressures against 'illegal discrimination' between domestic and offshore companies. Thus the new BVI Business Companies Act removes any former distinction between a local company (operating in the domestic market) and an offshore company (restricted only to international business). According to the new Act, there is now only one, unified type of company - a BVI Business Company, which continues to be exempt from tax and continues to enjoy all the substantial benefits afforded by the previous legislation.
The Chief Minister of the BVI, Dr. the Hon. D. Orlando Smith, said at the announcement of the new legislation: "The new BVI Business Companies Act was designed to safeguard the attributes that have made the BVI the world's premier offshore company domicile. The collaborative effort to draft this new Act has resulted in legislation that not only retains all the virtues of the current IBC Act, but makes the BVI even more attractive to clients by including new features that have become desirable since the enactment of the current Act."
A full text of the consolidated BVI Business Companies Act is available in our "Downloads" section.
CORNERSTONES OF SUCCESS
These are some of the general advantages of the British Virgin Islands over many other offshore financial centres:
US dollar is the official currency in the BVI - therefore, by definition, there can be no currency controls and no artificial manipulation of money supply by the local government.
BVI are a British Overseas Territory, which provides for an outstanding political stability. The country also maintains a low international profile and a clean reputation, thus avoiding the pitfalls experienced by some more publicised and less scrupulous offshore tax havens.
BVI has an independent judicial system based on English Common Law. Laws and regulations are routinely developed in consultation with the private sector. Offshore financial services sector contributes a very significant part to the country's gross domestic product. Therefore, an inherent and pronounced interest exists both with the government and with the general public to maintain and develop the country's status as a competitive offshore financial centre.
BVI is an independent country with a fairly high standard of living. Therefore, it avoided entering any information-sharing agreements with foreign countries or organizations for exchange of financial aid. Client confidentiality is robustly enshrined in the BVI corporate and business legislation.
BVI is easily accessible by sea and air, has modern telecommunications and is on US Eastern Standard Time (1 hour behind EST in winters).
THE MOST IMPORTANT CHARACTERISTICS OF A BVI BC IN DETAIL
Exemption from tax
A BVI Business Company is exempt from the BVI income tax, the same exemption applies to all dividends, interest, rents, royalties, compensations and other amounts paid by a company, and all capital gains realised with respect to any shares, debt obligations or other securities of the company. No estate, inheritance, succession or gift tax is payable with respect to any shares, debt obligations or other securities of a BVI BC. All transactions and instruments relating to transfers of any type of property of assets, shares, debt obligations or securities to or by a BVI BC are exempt from the stamp duty, with a sole exception for land-ownership transactions in the British Virgin Islands, in which case stamp duty remains payable.
Legal personality
A British Virgin Islands Business Company has separate legal personality and the same powers as a natural person.
Secrecy
Confidentiality is one of the key features of the BVI Business Company as details of the company beneficial owners, directors and shareholders are NOT part of public record. Register of Members, Register of Directors and all Minutes and Resolutions by the Company are kept only at the offices of the Registered Agent in complete confidentiality. Certainly, though, these files are available for inspection to Company shareholders.
The only documents held on public record are the Memorandum and Articles of Association, but these normally do not contain any indication as to the actual shareholders, directors or the beneficial owners of the company.
At the same time, if the owners of the company so wish, the Register of Directors and/or the Register of Members may be filed with the Registrar of Companies. Such step may be desirable if a complete certainly must be achieved and showed publicly as to the actual identities of the Company managers or members - but, again, this is purely optional.
Structural flexibility
A BVI Business Company requires a minimum of only one owner, one shareholder, and one director. All of them can be one and the same person. Apart from the director, the company need not appoint any operating officers. The management structure of the BVI Business Company may be designed in accordance with the widest variety of requirements.
The shareholders, directors and officers of a BVI Business Company may be individuals or corporations and of any nationality. The shareholder's or director's meetings need not be held in the British Virgin Islands and there is no requirement for an Annual General Meeting.
Meetings can be held by telephone or other electronic means; alternatively, directors as well as shareholders may vote by proxy.
Where a Business Company has only one member who is an individual and that member is also the sole director, such sole member / director may specifically appoint a reserve director to act in his place in the event of his death.
Provisions against confiscation
If a foreign Government or authority seizes Company shares, or any other interest in the Company in connection with nationalization, expropriation, confiscatory tax, other governmental charge or with a similar cause the Company or a shareholder may apply to the BVI court for an order that the Company disregard the seizure and continue to treat the person from whom the shares were seized as continuing to hold the shares.
No reporting
BVI Business Companies does not have an obligation to prepare of file financial accounts. However, records must be kept that are sufficient to show and explain the Company's transactions; and will, at any time, enable the financial position of the Company to be determined with reasonable accuracy. Such records do not have to be kept in the British Virgin Islands and the location for keeping such records can be freely determined by the owners of the Company, and there is no requirement whatsoever to file or otherwise make public any commercial or financial records of the Company.
Bearer shares
Shares of a BVI Business Company may be issued in bearer form. However the bearer shares may not be issued to their actual owner but may only be kept in custody of a licensed custodian in the BVI, or with such custodian outside BVI, together with a written indication as to the actual identity and address of the owner of such shares. The schedule of Government fees for BVI Business Companies contains a clear negative incentive against utilising bearer shares in the structuring of the Business Companies, as the Government fees for such companies will be considerably higher.
Various types of incorporations
A BVI Business Company may be incorporated as a company limited by shares, a company limited by guarantee (with or without authorisation to issue shares), an unlimited company (with or without authorisation to issue shares), a segregated portfolio company and a restricted purpose company.
No requirement to state operational objects
Since 2005, there is no requirement to specify the operational objects of the BVI Business Company in the foundation documents of the Company (Memorandum and Articles of Association). However, the company may choose to do so and, indeed, a specific type of a "restricted purpose company" is envisaged by the Business Companies Act.
Company names
A BVI Business Company may not be registered under a name that is identical to the name of an existing BVI company, or is so similar to the name of an existing BVI Company, that, in the opinion of the Registrar, such name would be likely to confuse or mislead. As the BVI Registrar of Companies has a name-reservation system, a reserved name would also be considered as an already existing name.
Without obtaining a prior written consent of the Financial Servies Commission, a BVI Business Company may not be registered under a name that contains a "restricted" word or phrase (according to a published list of such restrictions) - such as the words "Assurance", "Bank", "Building Society", "Chamber of Commerce", "Chartered", "Cooperative", "Imperial", "Municipal", "Royal", "Trust" or any word conveying a similar meaning, as well as any name suggesting the patronage of the British Royalty, British, BVI or any other government or its department.
The Registrar may also refuse the registration of any particular name if, in the opinion of the Registrar, such name is offensive or, for any other reason, objectionable.
The name-endings denoting the type of company
The name of a limited company, shall end with the word "Limited", "Corporation" or "Incorporated"; the words "Societe Anonyme" or "Sociedad Anonima"; the abbreviation "Ltd", "Corp", "Inc" or "S.A."; or such other word or words, or abbreviations thereof.
The name of an unlimited company shall end with the word "Unlimited" or the abbreviation "Unltd".
The name of a restricted purposes company shall end with the phrase "(SPV) Limited" or the phrase "(SPV) Ltd".
The name of a segregated portfolio company shall end with one of the phrases "Segregated Portfolio Company Limited"; "Segregated Portfolio Company Ltd"; "SPC Limited"; "SPC Ltd"; or, in the case of a segregated portfolio company that is a restricted purposes company, one of the phrases specified in this paragraph with "(SPV)" inserted immediately before that phrase or immediately before "Limited" or "Ltd".
Quite uniquely for BVI, the name of a BVI Business Company may comprise the expression "BVI Company Number" followed by its company number in figures and the ending required, as specified above - for instance "BVI Company Number 987654 Ltd". A company name expressed in such fashion may also contain additional foreign characters between the company number and the ending.
Appointment of Agents
The directors of a BVI Business Company may appoint any person (including an existing director), to be an agent of the Company. Subject to the Memorandum and Articles of Association such agent has such powers and authority as the directors may prescribe, except that no agent shall have no authority to amend the Memorandum or Articles; to appoint directors or agents; to approve a plan of merger, consolidation or arrangement; or to make a declaration of solvency or approve a liquidation plan.
Fixed Government fee
A BVI Business Company must pay the following annual license fees to the BVI Government:
FOR COMPANIES WITH REGISTERED SHARES ONLY:
USD 350 for Company with up to 50,000 shares, with or without par value.
USD 350 for Company limited by a guarantee or an unlimited company without shares.
USD 1100 for Company with more than 50,000 shares, with or without par value.
USD 5000 for a Restricted Purposes Company.
FOR COMPANIES WITH, OR AUTHORIZED TO ISSUE BEARER SHARES:
USD 800 for Company with up to 50,000 shares, if all bearer shares are kept with a BVI Custodian.
USD 1100 for Company with more than 50,000 shares, if all bearer shares are kept with a BVI Custodian.
USD 1100 for Company with up to 50,000 shares, if some of the bearer shares are not kept with a BVI Custodian.
USD 1350 for Company with more than 50,000 shares, if some of the bearer shares are not kept with a BVI Custodian.
(Apart from these Government fees, Registered Agent and Address fees will normally be payable, as well as another professional fees for Company Management and Administration. These are set forth in full detail in our Schedule of Fees.)
A SHORTLIST: MAIN CHARACTERISTICS OF THE BVI BUSINESS COMPANY
Factor Description
Income tax in BVI None
Conduct business internationally Yes
Conduct business within BVI Yes
Formally considered as resident in BVI Yes
Official language / language of documents English
Operational objects No requirement to specify
Authorized capital Not required as a concept
Minimum paid-up capital No specific requirements
Considerations to the capital In any currency or in kind
Most effective number of shares
(maximum amount at minimum state fee) 50,000 shares (with or without par value)
Bearer shares Yes (but to be held by a custodian only)
Registered Agent in BVI Required
Registered Address in BVI Required
Minimum number of directors One
Non-resident directors Allowed
Corporate directors Allowed
Register of Directors To be kept by the Registered Agent
Register of Directors filed for public record No, but may choose to do so
Minimum number of Members (shareholders) One
Register of Members To be kept by the Registered Agent
Register of Members filed for public record No
Holding of Annual General Meeting Not required
Convention of Meetings of Directors / Members Anywhere in the world, also by proxy
Corporate Seal Mandatory
Imprint of Corporate Seal To be kept by the Registered Agent
Corporate Minutes and Resolutions To be kept by the Registered Agent
Disclosure of beneficial owners to Registrar No
Disclosure of beneficial owners to Agent Yes (confidential due diligence)
Keeping of accountst Internally, only to enable a reasonably accurate determination of financial position
Auditing of accounts Not required
Filing of accounts Not required
Double-tax avoidance treaties Switzerland, Japan
Currency controls / restrictions None
Available special types of company Restricted purpose company
Segregated portfolio company
Redomicile a foreign company into BVI Yes
Redomicile a BVI company abroad Yes
Net time to incorporate 3-5 days
Ready-made (shelf) companies Available
HOW TO REGISTER IN BRITISH VIRGIN ISLANDS?
This is how a new offshore company registration normally happens:
ORDERING
You can easily order the formation of Your BVI Business Company by using our online Order form. The Order form is fairly simple, and it contains comments on all important points.
If you do not wish to send your order over internet, please download the Order Form from our Downloads section, complete and send it to us by fax.
If you are choosing a shelf company from our ready-made list, the same Order Form should be filled. This is because a shelf company normally has an “open” configuration, which is only finalized according to a clients’ order.
OUR FEEDBACK
Upon receipt of Your company formation order, we will review it, and come back to You. Please make sure to include precise contact details with Your Order – if we can’t contact You, we can’t proceed any further!
Depending on the required structure of the new company there may be some additional questions to be clarified. We will also confirm to You if the required company name is available - unless a shelf company is ordered, in which case the name is available, obviously. When all details of Your order are clear and confirmed by You, we will issue a precise and itemized invoice.
DUE DILIGENCE AND CLIENT INFORMATION
As required by the law and by the conditions of our Company Management License, we must properly identify and know our client and the beneficial owner(s) of the new company. This is a uniformly accepted rule throughout the offshore financial services industry and all respectable company formation agents are adhering to it – or they lose their licenses. Therefore, before we can proceed with a new incorporation for any first-time clients, we need to receive a couple of documents that identify and characterize the clients we are dealing with – like, a certified copy of passport, a proof of address, etc. We will advise You what exactly is required and how to prepare this paperwork in the easiest possible way.
If you are a professional organization (intermediary) which intends to purchase companies regularly for resale, additional due diligence requirements will apply – please inquire for full details.
Please rest assured that all of the information You provide to us will be kept in complete confidentiality. It is for our internal file only and will remain there! The client information never appears on any public record or registrar (unless the client especially says so) and stiff criminal penalties will be enforced upon us if we illegally divulge our client information to anyone.
PAYMENT
Together with the Due Diligence information, we also need to be in receipt of payment before we can proceed with a new offshore company formation. For regular clients, who are known to us for some time, we routinely apply “open account” payment terms. However, this courtesy can not be extended to first-time and individual orders.
REGISTRATION
Upon confirmation of all details of Your order, receipt of the due diligence information and payment, we will prepare the Memorandum and Articles of Association and other mandatory documents required to register your BVI Business Company. There is no need for you to sign any incorporation documents for an Business Company – the initial company formation paperwork is prepared and signed on Your behalf by the Registered Agent (us), as prescribed by the Business Companies Act.
We will pay the applicable capital duties and registration fees. Then the documents will be filed to the BVI Registrar of Companies. In order to comply with the minimum domestic presence requirements in the BVI, we will provide the Registered Address and Registered Agent service for your new company.
DOCUMENTS
The set of corporate documents for a BVI Business Company or will always include the standard logical sequence of documentation: original Certificate of Incorporation, Memorandum of Association, Articles of Association, the Minutes and Resolutions dealing with the appointment of Directors and the allocation of shares, share certificates, copies of the Registrar of Directors and the Registrar of Shareholders. If we have bee
Essentially, a modern IBC is a private corporation which is exempt from tax, suitable for virtually any international business activity, has a flexible organizational structure, is not burdened by excessive reporting and record-keeping requirements, and maintains strict confidentiality provisions.
Since the adoption of the British Virgin Islands International Business Companies Ordinance in 1984, the BVI IBC has attained a model status in the offshore services industry. With more than 600,000 total incorporations and more than 5000 new companies registered every month, BVI is by far the most popular offshore tax haven. Such is the dominance of the British Virgin Islands as an offshore corporate domicile, that in many regions of the Far East International Business Companies are called simply as "BVI's".
In January 1, 2005 a brand-new version of the BVI Business Companies Act came into force. The new Act represents a further development in the already outstanding BVI offshore corporate legislation. The new law successfully addresses the challenges faced by the offshore financial industry in the 21st century, in particular the pressures against 'illegal discrimination' between domestic and offshore companies. Thus the new BVI Business Companies Act removes any former distinction between a local company (operating in the domestic market) and an offshore company (restricted only to international business). According to the new Act, there is now only one, unified type of company - a BVI Business Company, which continues to be exempt from tax and continues to enjoy all the substantial benefits afforded by the previous legislation.
The Chief Minister of the BVI, Dr. the Hon. D. Orlando Smith, said at the announcement of the new legislation: "The new BVI Business Companies Act was designed to safeguard the attributes that have made the BVI the world's premier offshore company domicile. The collaborative effort to draft this new Act has resulted in legislation that not only retains all the virtues of the current IBC Act, but makes the BVI even more attractive to clients by including new features that have become desirable since the enactment of the current Act."
A full text of the consolidated BVI Business Companies Act is available in our "Downloads" section.
CORNERSTONES OF SUCCESS
These are some of the general advantages of the British Virgin Islands over many other offshore financial centres:
US dollar is the official currency in the BVI - therefore, by definition, there can be no currency controls and no artificial manipulation of money supply by the local government.
BVI are a British Overseas Territory, which provides for an outstanding political stability. The country also maintains a low international profile and a clean reputation, thus avoiding the pitfalls experienced by some more publicised and less scrupulous offshore tax havens.
BVI has an independent judicial system based on English Common Law. Laws and regulations are routinely developed in consultation with the private sector. Offshore financial services sector contributes a very significant part to the country's gross domestic product. Therefore, an inherent and pronounced interest exists both with the government and with the general public to maintain and develop the country's status as a competitive offshore financial centre.
BVI is an independent country with a fairly high standard of living. Therefore, it avoided entering any information-sharing agreements with foreign countries or organizations for exchange of financial aid. Client confidentiality is robustly enshrined in the BVI corporate and business legislation.
BVI is easily accessible by sea and air, has modern telecommunications and is on US Eastern Standard Time (1 hour behind EST in winters).
THE MOST IMPORTANT CHARACTERISTICS OF A BVI BC IN DETAIL
Exemption from tax
A BVI Business Company is exempt from the BVI income tax, the same exemption applies to all dividends, interest, rents, royalties, compensations and other amounts paid by a company, and all capital gains realised with respect to any shares, debt obligations or other securities of the company. No estate, inheritance, succession or gift tax is payable with respect to any shares, debt obligations or other securities of a BVI BC. All transactions and instruments relating to transfers of any type of property of assets, shares, debt obligations or securities to or by a BVI BC are exempt from the stamp duty, with a sole exception for land-ownership transactions in the British Virgin Islands, in which case stamp duty remains payable.
Legal personality
A British Virgin Islands Business Company has separate legal personality and the same powers as a natural person.
Secrecy
Confidentiality is one of the key features of the BVI Business Company as details of the company beneficial owners, directors and shareholders are NOT part of public record. Register of Members, Register of Directors and all Minutes and Resolutions by the Company are kept only at the offices of the Registered Agent in complete confidentiality. Certainly, though, these files are available for inspection to Company shareholders.
The only documents held on public record are the Memorandum and Articles of Association, but these normally do not contain any indication as to the actual shareholders, directors or the beneficial owners of the company.
At the same time, if the owners of the company so wish, the Register of Directors and/or the Register of Members may be filed with the Registrar of Companies. Such step may be desirable if a complete certainly must be achieved and showed publicly as to the actual identities of the Company managers or members - but, again, this is purely optional.
Structural flexibility
A BVI Business Company requires a minimum of only one owner, one shareholder, and one director. All of them can be one and the same person. Apart from the director, the company need not appoint any operating officers. The management structure of the BVI Business Company may be designed in accordance with the widest variety of requirements.
The shareholders, directors and officers of a BVI Business Company may be individuals or corporations and of any nationality. The shareholder's or director's meetings need not be held in the British Virgin Islands and there is no requirement for an Annual General Meeting.
Meetings can be held by telephone or other electronic means; alternatively, directors as well as shareholders may vote by proxy.
Where a Business Company has only one member who is an individual and that member is also the sole director, such sole member / director may specifically appoint a reserve director to act in his place in the event of his death.
Provisions against confiscation
If a foreign Government or authority seizes Company shares, or any other interest in the Company in connection with nationalization, expropriation, confiscatory tax, other governmental charge or with a similar cause the Company or a shareholder may apply to the BVI court for an order that the Company disregard the seizure and continue to treat the person from whom the shares were seized as continuing to hold the shares.
No reporting
BVI Business Companies does not have an obligation to prepare of file financial accounts. However, records must be kept that are sufficient to show and explain the Company's transactions; and will, at any time, enable the financial position of the Company to be determined with reasonable accuracy. Such records do not have to be kept in the British Virgin Islands and the location for keeping such records can be freely determined by the owners of the Company, and there is no requirement whatsoever to file or otherwise make public any commercial or financial records of the Company.
Bearer shares
Shares of a BVI Business Company may be issued in bearer form. However the bearer shares may not be issued to their actual owner but may only be kept in custody of a licensed custodian in the BVI, or with such custodian outside BVI, together with a written indication as to the actual identity and address of the owner of such shares. The schedule of Government fees for BVI Business Companies contains a clear negative incentive against utilising bearer shares in the structuring of the Business Companies, as the Government fees for such companies will be considerably higher.
Various types of incorporations
A BVI Business Company may be incorporated as a company limited by shares, a company limited by guarantee (with or without authorisation to issue shares), an unlimited company (with or without authorisation to issue shares), a segregated portfolio company and a restricted purpose company.
No requirement to state operational objects
Since 2005, there is no requirement to specify the operational objects of the BVI Business Company in the foundation documents of the Company (Memorandum and Articles of Association). However, the company may choose to do so and, indeed, a specific type of a "restricted purpose company" is envisaged by the Business Companies Act.
Company names
A BVI Business Company may not be registered under a name that is identical to the name of an existing BVI company, or is so similar to the name of an existing BVI Company, that, in the opinion of the Registrar, such name would be likely to confuse or mislead. As the BVI Registrar of Companies has a name-reservation system, a reserved name would also be considered as an already existing name.
Without obtaining a prior written consent of the Financial Servies Commission, a BVI Business Company may not be registered under a name that contains a "restricted" word or phrase (according to a published list of such restrictions) - such as the words "Assurance", "Bank", "Building Society", "Chamber of Commerce", "Chartered", "Cooperative", "Imperial", "Municipal", "Royal", "Trust" or any word conveying a similar meaning, as well as any name suggesting the patronage of the British Royalty, British, BVI or any other government or its department.
The Registrar may also refuse the registration of any particular name if, in the opinion of the Registrar, such name is offensive or, for any other reason, objectionable.
The name-endings denoting the type of company
The name of a limited company, shall end with the word "Limited", "Corporation" or "Incorporated"; the words "Societe Anonyme" or "Sociedad Anonima"; the abbreviation "Ltd", "Corp", "Inc" or "S.A."; or such other word or words, or abbreviations thereof.
The name of an unlimited company shall end with the word "Unlimited" or the abbreviation "Unltd".
The name of a restricted purposes company shall end with the phrase "(SPV) Limited" or the phrase "(SPV) Ltd".
The name of a segregated portfolio company shall end with one of the phrases "Segregated Portfolio Company Limited"; "Segregated Portfolio Company Ltd"; "SPC Limited"; "SPC Ltd"; or, in the case of a segregated portfolio company that is a restricted purposes company, one of the phrases specified in this paragraph with "(SPV)" inserted immediately before that phrase or immediately before "Limited" or "Ltd".
Quite uniquely for BVI, the name of a BVI Business Company may comprise the expression "BVI Company Number" followed by its company number in figures and the ending required, as specified above - for instance "BVI Company Number 987654 Ltd". A company name expressed in such fashion may also contain additional foreign characters between the company number and the ending.
Appointment of Agents
The directors of a BVI Business Company may appoint any person (including an existing director), to be an agent of the Company. Subject to the Memorandum and Articles of Association such agent has such powers and authority as the directors may prescribe, except that no agent shall have no authority to amend the Memorandum or Articles; to appoint directors or agents; to approve a plan of merger, consolidation or arrangement; or to make a declaration of solvency or approve a liquidation plan.
Fixed Government fee
A BVI Business Company must pay the following annual license fees to the BVI Government:
FOR COMPANIES WITH REGISTERED SHARES ONLY:
USD 350 for Company with up to 50,000 shares, with or without par value.
USD 350 for Company limited by a guarantee or an unlimited company without shares.
USD 1100 for Company with more than 50,000 shares, with or without par value.
USD 5000 for a Restricted Purposes Company.
FOR COMPANIES WITH, OR AUTHORIZED TO ISSUE BEARER SHARES:
USD 800 for Company with up to 50,000 shares, if all bearer shares are kept with a BVI Custodian.
USD 1100 for Company with more than 50,000 shares, if all bearer shares are kept with a BVI Custodian.
USD 1100 for Company with up to 50,000 shares, if some of the bearer shares are not kept with a BVI Custodian.
USD 1350 for Company with more than 50,000 shares, if some of the bearer shares are not kept with a BVI Custodian.
(Apart from these Government fees, Registered Agent and Address fees will normally be payable, as well as another professional fees for Company Management and Administration. These are set forth in full detail in our Schedule of Fees.)
A SHORTLIST: MAIN CHARACTERISTICS OF THE BVI BUSINESS COMPANY
Factor Description
Income tax in BVI None
Conduct business internationally Yes
Conduct business within BVI Yes
Formally considered as resident in BVI Yes
Official language / language of documents English
Operational objects No requirement to specify
Authorized capital Not required as a concept
Minimum paid-up capital No specific requirements
Considerations to the capital In any currency or in kind
Most effective number of shares
(maximum amount at minimum state fee) 50,000 shares (with or without par value)
Bearer shares Yes (but to be held by a custodian only)
Registered Agent in BVI Required
Registered Address in BVI Required
Minimum number of directors One
Non-resident directors Allowed
Corporate directors Allowed
Register of Directors To be kept by the Registered Agent
Register of Directors filed for public record No, but may choose to do so
Minimum number of Members (shareholders) One
Register of Members To be kept by the Registered Agent
Register of Members filed for public record No
Holding of Annual General Meeting Not required
Convention of Meetings of Directors / Members Anywhere in the world, also by proxy
Corporate Seal Mandatory
Imprint of Corporate Seal To be kept by the Registered Agent
Corporate Minutes and Resolutions To be kept by the Registered Agent
Disclosure of beneficial owners to Registrar No
Disclosure of beneficial owners to Agent Yes (confidential due diligence)
Keeping of accountst Internally, only to enable a reasonably accurate determination of financial position
Auditing of accounts Not required
Filing of accounts Not required
Double-tax avoidance treaties Switzerland, Japan
Currency controls / restrictions None
Available special types of company Restricted purpose company
Segregated portfolio company
Redomicile a foreign company into BVI Yes
Redomicile a BVI company abroad Yes
Net time to incorporate 3-5 days
Ready-made (shelf) companies Available
HOW TO REGISTER IN BRITISH VIRGIN ISLANDS?
This is how a new offshore company registration normally happens:
ORDERING
You can easily order the formation of Your BVI Business Company by using our online Order form. The Order form is fairly simple, and it contains comments on all important points.
If you do not wish to send your order over internet, please download the Order Form from our Downloads section, complete and send it to us by fax.
If you are choosing a shelf company from our ready-made list, the same Order Form should be filled. This is because a shelf company normally has an “open” configuration, which is only finalized according to a clients’ order.
OUR FEEDBACK
Upon receipt of Your company formation order, we will review it, and come back to You. Please make sure to include precise contact details with Your Order – if we can’t contact You, we can’t proceed any further!
Depending on the required structure of the new company there may be some additional questions to be clarified. We will also confirm to You if the required company name is available - unless a shelf company is ordered, in which case the name is available, obviously. When all details of Your order are clear and confirmed by You, we will issue a precise and itemized invoice.
DUE DILIGENCE AND CLIENT INFORMATION
As required by the law and by the conditions of our Company Management License, we must properly identify and know our client and the beneficial owner(s) of the new company. This is a uniformly accepted rule throughout the offshore financial services industry and all respectable company formation agents are adhering to it – or they lose their licenses. Therefore, before we can proceed with a new incorporation for any first-time clients, we need to receive a couple of documents that identify and characterize the clients we are dealing with – like, a certified copy of passport, a proof of address, etc. We will advise You what exactly is required and how to prepare this paperwork in the easiest possible way.
If you are a professional organization (intermediary) which intends to purchase companies regularly for resale, additional due diligence requirements will apply – please inquire for full details.
Please rest assured that all of the information You provide to us will be kept in complete confidentiality. It is for our internal file only and will remain there! The client information never appears on any public record or registrar (unless the client especially says so) and stiff criminal penalties will be enforced upon us if we illegally divulge our client information to anyone.
PAYMENT
Together with the Due Diligence information, we also need to be in receipt of payment before we can proceed with a new offshore company formation. For regular clients, who are known to us for some time, we routinely apply “open account” payment terms. However, this courtesy can not be extended to first-time and individual orders.
REGISTRATION
Upon confirmation of all details of Your order, receipt of the due diligence information and payment, we will prepare the Memorandum and Articles of Association and other mandatory documents required to register your BVI Business Company. There is no need for you to sign any incorporation documents for an Business Company – the initial company formation paperwork is prepared and signed on Your behalf by the Registered Agent (us), as prescribed by the Business Companies Act.
We will pay the applicable capital duties and registration fees. Then the documents will be filed to the BVI Registrar of Companies. In order to comply with the minimum domestic presence requirements in the BVI, we will provide the Registered Address and Registered Agent service for your new company.
DOCUMENTS
The set of corporate documents for a BVI Business Company or will always include the standard logical sequence of documentation: original Certificate of Incorporation, Memorandum of Association, Articles of Association, the Minutes and Resolutions dealing with the appointment of Directors and the allocation of shares, share certificates, copies of the Registrar of Directors and the Registrar of Shareholders. If we have bee
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第1个回答 2007-06-29
The British Virgin Islands are an archipelago of more than 60 islands and cays, each unique in character, many of them unspoiled and untouched. With Pristine beaches garlanded with coral reefs, sheltered bays and coves, spectacular arrays of boulders, crystal pools, lush green valleys and rolling hills, sweeping down to sandy beaches.
The two islands with the most name recognition are Tortola, known for its gorgeous mountain scenery and Boating , and Virgin Gorda, known for the Rockefellers's exclusive Little Dix Bay resort and for the "Baths" (huge granite boulders, caverns, grottoes, and pools). Of course, other peers are noteworthy, too. There's Anegada , a nearly deserted isle with a marvelous bird sanctuary and Pearl white, powdery beaches wrapped all around the Island. Jost Van Dyke which is known world wide for FOXY'S BAR ON THE BEACH and their New Year Parties. Then there is Norman Island: said to be the model for Robert Louis Stevenson's Treasure Island. And there's a wealth of smaller islands, completely unspoiled, with names like Scrub Island, Prickly Pear Island, Mosquito Island, Great Dog and Dead Man's Chest.
Tortola: This island is a haven for lovers of quiet, uncrowded beaches and, in the winter months, Long Bay, Smugglers Cove, and Cane Garden Bay are the best bets, though it's hard to go wrong here. Since this is one of the few mountainous islands to have roads that crest its peaks, nature can be nicely experienced from a Jeep .
Virgin Gorda: is undoubtedly one of the prettiest islands in the Caribbean and is a magnet for sailors and Tourists alike. The rocky interior landscape has a lunar feel, and the gain in altitude at Gorda Peak delivers several fine vantage points.
Because the islands are a British territory, you'll discover a delightful blend of Caribbean and European cultures. fiere there are no high-rises or casinos, just friendly people, small boutiques and dancing in the sand is as natural as the stars above.
The British Virgin Islands are also a favorite among the yachting crowd. The crystal-clear watersof the British Virgin Islands provide protected cruising and exhilarating sailing, where you're always in sight of land, and sheltered anchorages are around every bend. Our islands offer fine cruising throughout the entire year, because when it comes to weather, there is no off-season; our 85 to75 degree climate invites you all year-round.
There are daily ferries between the Islands as well; runing between West End and Jost Van Dyke, and between Road Town and Spanish Town on Virgin Gorda. Ferries also run daily between Tortola and ST. Thomas in the U.S. Virgin Islands.
The British Virgin Islands are easily reachable by all major airlines, routing either through San Juan,Puerto Rico, or St. Thomas in the U.S. Virgin Islands to Beef Island, Tortola.More information can be sought from The Tourist Office, located on Waterfront Street in Road Town(809-494-3134).
The Baths, located on a beach on the southern tip of the Virgin Gorda, is a site now routinely visited by tourists. Instead of taking the path that leads to the Baths, you can also follow the path on the left. It leads to Devil's Bay, a truly marvelous beach, similarly endowed with Virgin Gorda's trademark 'boulders', yet different in its own right.
Spring Bay
This lovely, semideserted beach is a short hop by boat from the Top Of The Baths Resturant.
Brewers Bay
The road that leads here is taxing, but the payoff is excellent snorkeling in clear, placid water and this beach houses one of the most magnifisent coral Reefs in the these islands, as there are many.
The two islands with the most name recognition are Tortola, known for its gorgeous mountain scenery and Boating , and Virgin Gorda, known for the Rockefellers's exclusive Little Dix Bay resort and for the "Baths" (huge granite boulders, caverns, grottoes, and pools). Of course, other peers are noteworthy, too. There's Anegada , a nearly deserted isle with a marvelous bird sanctuary and Pearl white, powdery beaches wrapped all around the Island. Jost Van Dyke which is known world wide for FOXY'S BAR ON THE BEACH and their New Year Parties. Then there is Norman Island: said to be the model for Robert Louis Stevenson's Treasure Island. And there's a wealth of smaller islands, completely unspoiled, with names like Scrub Island, Prickly Pear Island, Mosquito Island, Great Dog and Dead Man's Chest.
Tortola: This island is a haven for lovers of quiet, uncrowded beaches and, in the winter months, Long Bay, Smugglers Cove, and Cane Garden Bay are the best bets, though it's hard to go wrong here. Since this is one of the few mountainous islands to have roads that crest its peaks, nature can be nicely experienced from a Jeep .
Virgin Gorda: is undoubtedly one of the prettiest islands in the Caribbean and is a magnet for sailors and Tourists alike. The rocky interior landscape has a lunar feel, and the gain in altitude at Gorda Peak delivers several fine vantage points.
Because the islands are a British territory, you'll discover a delightful blend of Caribbean and European cultures. fiere there are no high-rises or casinos, just friendly people, small boutiques and dancing in the sand is as natural as the stars above.
The British Virgin Islands are also a favorite among the yachting crowd. The crystal-clear watersof the British Virgin Islands provide protected cruising and exhilarating sailing, where you're always in sight of land, and sheltered anchorages are around every bend. Our islands offer fine cruising throughout the entire year, because when it comes to weather, there is no off-season; our 85 to75 degree climate invites you all year-round.
There are daily ferries between the Islands as well; runing between West End and Jost Van Dyke, and between Road Town and Spanish Town on Virgin Gorda. Ferries also run daily between Tortola and ST. Thomas in the U.S. Virgin Islands.
The British Virgin Islands are easily reachable by all major airlines, routing either through San Juan,Puerto Rico, or St. Thomas in the U.S. Virgin Islands to Beef Island, Tortola.More information can be sought from The Tourist Office, located on Waterfront Street in Road Town(809-494-3134).
The Baths, located on a beach on the southern tip of the Virgin Gorda, is a site now routinely visited by tourists. Instead of taking the path that leads to the Baths, you can also follow the path on the left. It leads to Devil's Bay, a truly marvelous beach, similarly endowed with Virgin Gorda's trademark 'boulders', yet different in its own right.
Spring Bay
This lovely, semideserted beach is a short hop by boat from the Top Of The Baths Resturant.
Brewers Bay
The road that leads here is taxing, but the payoff is excellent snorkeling in clear, placid water and this beach houses one of the most magnifisent coral Reefs in the these islands, as there are many.
参考资料：
第2个回答 2007-07-06
THE BRITISH VIRGIN ISLANDS
INTRODUCTION
The British Virgin Islands is a group of more that forty islands located in the Caribbean Sea approximately 60 miles east of Puerto Rico. The BVI is a British protected territory and a member of the British Commonwealth of Nations. It became self governing in 1967 and has a Legislative Council of thirteen members and an Executive Council comprising the Governor, the Attorney General and four Ministers draw from the Legislative Council. The official language is English.
The Government introduced its International Business Company (IBC) Legislation in 1984. The Legislation has proved so popular with the international community that BVI now is one of the world premier offshore financial centres with over 600,000 companies incorporated in the last almost 20 years.
LAW AND TAXATION
The legal system is based on English common law although some provisions from Delaware legislation have been included in the IBC Legislation. The cornerstone of the corporate legislation is the International Business Companies Ordinance 1984. Companies incorporated under the Ordinance enjoy a complete exemption from tax. This includes an exemption from capital gains tax, stamp duty and all forms of withholding tax. There is no exchange control.
LOCAL INFRASTRUCTURE
The BVI has now attracted a healthy number of international accounting firms and international standard law firms. There are at present, relatively few banks and financial institutions. The Companies Registry in the BVI is technically advanced and efficient.
There are no special statutory provisions governing secrecy in relation to companies, however statutory filing requirements are minimal and the ownership of shares and the name of directors are not available on the public records. The English common law which applies to the jurisdiction, does impose a common law duty on professionals to keep the affairs of their clients confidential.
CORPORATE REQUIREMENTS
Each IBC company must have a Registered Agent and Registered Office in the BVI, provided by a licensed trust company.
Each company must have a minimum of one director and corporate directors are permitted. No nationality requirements for directors. The International Business Companies (Amendment) Act 2003 (the Amendment”) requires that a Register of Directors must be kept at the registered office. The first director of an IBC company must be appointed within 30 days after the incorporation date.
Each company must have a minimum of one shareholder. The Register of Shareholders must be kept at the Registered Office. The 2003 Amendment also requires that any bearer shares issued must be deposited with an "Authorised Custodian" or "Recognized Custodian".
There are no requirements for Annual Returns, Annual Meetings or Audited Accounts.
The documents you should give us to apply a BVI company
1. your passport copy
2. a company name to check up
3. the fee for our service
the charge to set up a BVI company
1. set up the BVI company first year cost :7500 RMB
2. 5900 RMB annual return本回答被提问者采纳
INTRODUCTION
The British Virgin Islands is a group of more that forty islands located in the Caribbean Sea approximately 60 miles east of Puerto Rico. The BVI is a British protected territory and a member of the British Commonwealth of Nations. It became self governing in 1967 and has a Legislative Council of thirteen members and an Executive Council comprising the Governor, the Attorney General and four Ministers draw from the Legislative Council. The official language is English.
The Government introduced its International Business Company (IBC) Legislation in 1984. The Legislation has proved so popular with the international community that BVI now is one of the world premier offshore financial centres with over 600,000 companies incorporated in the last almost 20 years.
LAW AND TAXATION
The legal system is based on English common law although some provisions from Delaware legislation have been included in the IBC Legislation. The cornerstone of the corporate legislation is the International Business Companies Ordinance 1984. Companies incorporated under the Ordinance enjoy a complete exemption from tax. This includes an exemption from capital gains tax, stamp duty and all forms of withholding tax. There is no exchange control.
LOCAL INFRASTRUCTURE
The BVI has now attracted a healthy number of international accounting firms and international standard law firms. There are at present, relatively few banks and financial institutions. The Companies Registry in the BVI is technically advanced and efficient.
There are no special statutory provisions governing secrecy in relation to companies, however statutory filing requirements are minimal and the ownership of shares and the name of directors are not available on the public records. The English common law which applies to the jurisdiction, does impose a common law duty on professionals to keep the affairs of their clients confidential.
CORPORATE REQUIREMENTS
Each IBC company must have a Registered Agent and Registered Office in the BVI, provided by a licensed trust company.
Each company must have a minimum of one director and corporate directors are permitted. No nationality requirements for directors. The International Business Companies (Amendment) Act 2003 (the Amendment”) requires that a Register of Directors must be kept at the registered office. The first director of an IBC company must be appointed within 30 days after the incorporation date.
Each company must have a minimum of one shareholder. The Register of Shareholders must be kept at the Registered Office. The 2003 Amendment also requires that any bearer shares issued must be deposited with an "Authorised Custodian" or "Recognized Custodian".
There are no requirements for Annual Returns, Annual Meetings or Audited Accounts.
The documents you should give us to apply a BVI company
1. your passport copy
2. a company name to check up
3. the fee for our service
the charge to set up a BVI company
1. set up the BVI company first year cost :7500 RMB
2. 5900 RMB annual return本回答被提问者采纳
