The BVI is a British Dependant Territory comprised of some 50 islands and cays in the Caribbean Sea, located approximately 60 miles east of Puerto Rico. The main island is Tortola. The total population is approximately 18,000. The BVI is politically stable and has a high level of internal self-government. The BVI has an independent legal and judicial system based on English common law, with a right of appeal to the Privy Council in England. The BVI has adopted the U.S. Dollar as the local currency.
BVI BCs (Business Companies)
BVI IBCs (International Business Companies, incorporated under the BVI International Business Companies Act, 1984) became one of the most widely-used offshore corporate entities and are widely recognised by the worldwide financial community.
However, there was a growing need to overhaul the BVI corporate legislation to cater for the changes occurring in the international offshore industry, to enable comparable tax treatment for residents and non-residents of the BVI and to meet the growing need for a wider variety of corporate structures.
Accordingly, new legislation was formulated and the new BVI Business Companies Act ("BVIBC Act") came into effect on 1 January 2005 (with amendments becoming effective as of 1 January 2006). It is a comprehensive review and updating of the successful International Business Companies Act and combines the IBC Act and the Companies Act into a single law.
Whilst the new Act became effective as of 1 January 2005, there was a two year transition period during which both the IBC Act and the new Act remained in force.
2006 - From 1 January 2006, new incorporations will only be possible under the BVIBC Act. However existing Companies formed under the (old) IBC Act will be permitted to continue operating under IBC Act in preparation for the transition.
2007 - On 1 January 2007, all BVI IBCs will be automatically re-registered as BVI BCs under the new Act, and the IBC Act will be repealed.
FEATURES & BENEFITS OF BVI Business Companies
Types of companies
Under the new BVIBC Act it is now possible to register different forms of company including;
- Companies limited by shares
- Hybrid companies which are limited by both guarantee and have a share capital (authorised to issue shares)
- Companies limited by guarantee not authorised to issue shares
- Unlimited companies authorised to issue shares
- Unlimited companies not authorised to issue shares
- Restricted purposes companies (Companies registered with restricted purposes/objects)
- Segregated Portfolio companies (SPC)
Fiscal advantages
- BVI taxation on foreign income: No
- BVI stamp duty on transfer of IBC shares: No
License Fees
- Annual BVI Government License fee:
- Limited companies authorized to issue shares: US$ 350 up to 50,000 shares and US$1,100 for more than 50,000 shares
- Companies not authorized to issue shares and unlimited companies: US$350
- Restricted purpose companies: US$5,000
Share Capital
The BVIBC Act abolishes the concept of authorised share capital and share capital. This is replaced by a maximum number of shares that the company is allowed to issue. It is a requirement that the Memorandum of the company state the maximum number of shares it is allowed to issue. - Shares can be issued with or without par value and in any currency. The share holder will be liable to pay the shares with no par value to the company when required to do so
- There is no requirement for shares to be fully paid up on issue. This allows for the issuance of not paid up or partly paid up shares as well as allowing for bonus shares to be issued. It must be noted however that non cash consideration needs to be certified by the Directors by Resolution as representing a reasonable cash value
- A company may purchase, redeem or other wise acquire its own shares in accordance with either the provisions of the BVIBC Act or in accordance with its own Memorandum or Articles.
- Bearer shares: Bearer shares are prohibited unless authorized by the memorandum and articles. Bearer share certificated must be held by a custodian approved by the BVI Financial Services Commission (instead of being released to the client). In addition companies with bearer shares irrespective of their authorised share capital there annual fee of US$1,100 is higher than companies with registered shares. Segregated Portfolio Companies are not allowed to issue bearer shares
- Standard currency: USD
- Permitted currencies: any
Directors
- Minimum number of directors: 1 (Directors must be appointed by the Registered Agent within 6 months of the date of Incorporation)
- Corporate directors permissible: yes
- Local director requirement: no
- Publicly accessible records of directors: no
- Location of directors meetings: anywhere
Members
- Companies limited by shares: Shareholders
- Guarantee companies: Guarantee member
- Hybrid Companies: Shareholder is optional but a Hybrid Company is required to have at least one guarantee member.
Companies limited by shares -
- Minimum number of members (shareholders): 1
- Corporate shareholders permissible: yes
- Local shareholder requirement: no
- Location of shareholders meetings: anywhere
- Publicly accessible records of shareholders: no
Beneficial owners (clients)
- Publicly accessible records of beneficial owners: no
- Shares may be held by a nominee on behalf of beneficial owner client
Company Secretary
- Appointment of Company Secretary requirement: optional
Accounts and returns
- Requirement to file annual Accounts: no (Please note that filing of annual return is only required for Foreign Companies)
- Audit requirement: no
- Publicly accessible Accounts: no
- Requirement to file annual company return: no
Other
- Migration/re-domiciliation of BCs to or from BVI: yes
- Seal: Mandatory
- Confidentiality: no public register of directors or shareholders or beneficial owners / clients; and use of nominees permitted
- Requirement: registered office and licensed Registered Agent in BVI. However the Registered office of the company need not be the address of the registered agent
- Register of Members and Directors must be kept at the Registered Office
- Trading restrictions: There is no restriction to a BC carrying on business in BVI or with persons resident in the BVI. Please note however that appropriate licenses must be obtained for companies that wish to do business in the BVI.
- A BVI BC has the same powers as a natural person, including the right to sue and be sued. It is a separate legal entity with limited liability and has perpetual existence
- A BVI BC has the same powers as a natural person, including the right to sue and be sued. It is a separate legal entity with limited liability and has perpetual existence
- Company Names: Limited companies (limited by shares or guarantee) will continue to use the suffixes now in use under the IBC Act - "Limited", "Corporation", "Societe Anonyme", "Sociedad Anonima", "Incorporated" or their respective abbreviations. It is also now possible to incorporate companies where the company number is used as a name and if a name is used in that form the company can also have an additional foreign character name approved by the Registrar. Unlimited companies must end with either "Unlimited" or "Unltd" Restricted purpose companies must use "(SPV) Limited" or "(SPV) Ltd." in its name.
- Language of BC name: while normally in English, a BC name can be in any language, but must be accompanied by an approved translation in English.
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