MAJOR FEATURES AND REGISTRATION COSTS OF BRISTISH VIRGIN ISLANDS (BVI) BUSINESS COMPANY
General Information
The British Virgin Islands are a British dependency located in
the Eastern Caribbean, about 80 kilometers East of Puerto Rico.
English is the official language and the official currency is the
United States Dollar. The Government is stable and promises to
remain that way. There is good commercial and professional
infrastructure and the Government is actively encouraging the
development of the offshore finance business and has now upgraded
the Companies Registry by installing state of the art technology.
The International Business Companies Act was passed in 1984 and
created the International Business Company (IBC) which is the
preferred offshore company vehicle. In recent years the BVI has
become extremely popular, particularly in the Far East region,
due to the extensive marketing of the jurisdiction particularly
by lawyers who moved from Panama during the Noriega regime and
set up offices in the BVI.
Features of British Virgin Islands Company (BVI)
Type of Company used for International Trade
and Investment
Business Company (BC) registered under BVI Business Companies Act 2004
Taxation
BCs pay no taxes in British Virgin Islands (BVI).
Authorised and Issued Share Capital
The normal authorised share capital of a BVI company is 50,000 shares 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 one share of no par value or one share of par
value.
See also: Share capital of of BVI Business Company
Shareholders
A minimum of one shareholder is required and either registered or
bearer shares may be issued. There is no restriction on the
nationality of the shareholder and it can be another corporation. No
details of the shareholders appear on the public file in Brtish Virgin Islands (BVI) but a register
of shareholders must be kept at the registered office address of the
company in BVI.
Directors
A minimum of one director is required and corporate directors are
permitted. There is no restriction on the nationality of the
director. Details of the directors do not appear on the public file in BVI.
Annual Reporting
No Annual Return or accounts need be filed. It should be noted that
penalty fees of up to 50% of the annual Government fee will be
incurred if the licence fee is not paid when due.
Processing Time
Incorporation can be achieved within 14 days. We do keep ready-made
companies in stock available for immediate purchase. Please contact us for BVI readymade companies list.
BVI Company Name
The word "Limited", "Corporation", "Incorporated", "Societe Anonyme"
or "Sociedad Anonima" or the abbreviation "Ltd", "Corp", "Inc" or "S.A."
must be part of the name of every company incorporated under IBC
Act, but a company may use and be legally designated by either the
full or the abbreviated form. No company shall be incorporated under
IBC Act under a name that: is identical with that under which a
company in existence is already incorporated under IBC Act or
registered under the Companies Act or so nearly resembles the name
as to be calculated to deceive, except where the company in
existence gives its consent; or contains the words "Assurance",
"Bank", "Building Society", "Chamber of Commerce", "Chartered",
"Cooperative", "Imperial", "Insurance, "Municipal", "Royal", "Trust
Company" and "Trustee company" or a word conveying a similar
meaning, or any other word that, in the opinion of the Registrar,
suggests or is calculated to suggest the patronage of Her Majesty or
that of a member of the Royal Family, a connection with Her
Majesty's Government or a department thereof, or a connection with a
municipality or other local authority or with a society or body
incorporated by Royal Charter, except with the approval of the
Registrar in writing.
If a company is incorporated under a name that is identical with a
name under which a company in existence was incorporated under IBC
Act or registered under the Companies Act, or so nearly resembles
the name as to be calculated to deceive, the Registrar may, without
the consent of the company in existence, give notice to the last
registered company to change its name and if it fails to do so
within 60 days from the date of the notice, the Registrar must amend
the memorandum of the company to change its name to such name as the
Registrar deems appropriate, and the Registrar must publish notice
of the change in the Gazette.
A change of name does not affect any rights or obligations of a
company, or render defective any legal proceedings by or against a
company, and all legal proceedings that have been commenced against
the company by its former name may be continued against it by its
new name.
BVI Registered Office
A company incorporated under Business Companies Act (BC Act) shall at all times have a
registered office in the British Virgin Islands (BVI), and the registered
office must be an office maintained in the British Virgin Islands by
the company or its registered agent.
BVI Registered Agent
A company incorporated under IBC Act shall at all times have a
registered agent in the British Virgin Islands. No person shall be a
registered agent unless he has been licensed as a registered agent
under the Company Management Act, 1990 or under the Banks and Trust
Companies Act, 1990.
Registered Agents
The Registrar shall maintain a register of
licensed registered agents in which the following details shall be
recorded the name of the registered agent; the address of the
registered agent; the names of the individuals authorised to sign on
behalf of any firm or corporation that is a registered agent; the
date when the first licence to act as a registered agent was issued
pursuant to the Company Management Act, 1990 or the Banks and Trust
Companies Act, 1990. In a case where a registered agent ceases to be
a registered agent the date on which the registered agent ceased to
be licensed, and whether the cessation was due to failure to renew
his licence, death or liquidation or revocation under the Company
Management Act, 1990 or under the Banks and Trust Companies Act,
1990.
The Registrar shall, during the month of February in each year,
publish in the Gazette a list of registered agents as appeared on
the register of licensed registered agents on 31st January in that
year. Any change in the details kept by the Registrar in the
register of registered agents shall be notified immediately by the
registered agent to the Registrar, and, upon payment of such fee as
may be prescribed by the Governor in Council, the Registrar shall
record the change in the register of registered agents.
Secrecy
There are no specific statutory provisions governing secrecy in
relation to companies but English Law, which applies within the
jurisdiction, does impose a common law duty on professionals to keep
the affairs of their clients confidential.
BVI Company Registration and Maintenance Fees
BVI Company Registration Fee
With a standard share capital of less than or of 50,000 shares, the
registration fee together with the first year maintenance fee is
USD895. In particular, the fee covers:
1. first year licence fee: USD350
2. first year registered agent and registered office: USD350
3. one complete company kit: USD70
4. our incorporation service charge: USD125
For company with share capital of over 50,000 shares, the registration
fee together with the first year maintenance fee is USD1,695. In
particular, the fee covers:
1. first year licence fee: USD1,100
2. first year registered agent and registered office: USD350
3. one complete company kit: USD70
4. our incorporation service charge: USD175
Note: The fees stated above does not include delivery fee, if any.
Documents and Information Required
1. A photocopy of identity card or passport of each director and
shareholder
2. Residential addresses with proof of all directors and
shareholders, such as utility bill, telephone bill.
3. Proposed name of the company
4. Amount of share capital (unless otherwise advised, all company
will be incorporated with a standard share capital of USD50,000) and
percentage of shareholding by each shareholder, if more than one
shareholder
Time Frame
The whole processes for the tailor-made and readymade companies
could be completed in around 14 days and 2 days respectively.
Documents Given to Clients after Registration
1. Original copy of Certificate of Incorporation
2. Three (3) copies of Memorandum and Articles of Association
3. Ten (10) copies of share certificate
4. Register of Members and Register of Directors
5. Common Seal and company chop
6. Minutes for the appointment of first director(s)
BVI Company Annual Maintenance Fee
With a standard share capital of less than or of 50,000 shares, the
annual maintenance fee of a BVI Company for second year and thereafter is USD750,
which includes annual licence fee, registered agent and registered
office fees.
With a standard share capital of more than 50,000 shares, the annual
maintenance fee for second year and thereafter is USD1,550, which
includes annual licence fee, registered agent and registered office
fees.
More on annual renewal and late payment penalties
Other Services (Optional)
Provision of Nominee Corporate Director: USD400 each/per annum
Provision of Nominee Shareholder: USD300 each/per year
Provision of Post Office Box facility: USD450 per annum
Forwarding of each batch of mail: USD60
Certificate of Good Standing: USD150
Certificate of Incumbency (Registered Agent's Certificate): USD150
Opening of corporate bank account in
Hong Kong: USD400
See also:
British Virgin Islands Business Company Maintenance Guidelines
British Virgin Islands Business Company Internal Management Notes
British Virgin Islands Business Company Share Capital
BVI Business Company Incorporation Guideline Note
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