BRITISH VIRGIN ISLANDS COMPANY INFORMATION

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.

Principal Corporate Legislation

The Companies Act (Cap. 285), BVI Business Companies Act, 2004 (“The BVIBC Act”). (All companies previously incorporated under the International Business Companies Act, 1984, automatically became subject to the BVIBC Act from 1st January 2007.)

BVI Business Companies (Amendment) Act, 2012.

Restrictions on Trading

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.

Language of Name

Latin Alphabet. Any name in a language other than English must be accompanies by a translation to ensure that the name is not restricted. The BVI Business Companies (Amendment) Act, 2012 provides detailed guidance on the use of foreign character names in the naming of the BVI Business Company.

Registered Office Required

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

Time to Incorporate

Two days.

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 Authorities

No.

BRITISH VIRGIN ISLANDS COMPLIANCE

Share Capital

The normal share capital is US$ 50,000 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.

Classes of Shares Permitted

Registered 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.

Licence Fee

• Companies with a number of authorised shares up to US$50,000 pay US$350 per year.
• Companies with a number of authorised shares more than US$50,001 pay the sum of US$1,100 per year.

Financial Statement Requirements

Whilst there is no requirement to file audited accounts with the authorities, The BVI Mutual Assistance (Tax Matters) (Amendment) Act, 2012 states that it is mandatory for a company to keep reliable accounting records for a minimum of five years from the date of transaction. The records must include sufficient information to explain the company’s transactions and determine the financial position of the company with reasonable accuracy.

The Registered Agent must maintain a written record of the physical address where the accounting records are maintained for each company.

BVI companies that fail to comply with the Act are liable to a fine of US$10,000 as stated in Section 98 (2) of the BVI BC Act, 2004.

Directors

The minimum number of directors is one. Directors may be natural persons or bodies corporate. They can be of any nationality and need not be resident. A copy of the Register of Directors must be held at the Registered Office and any changes to the Register must be sent to the Registered Office within 15 days of the change. Failure to do so may result in a fine of US$10,000

Company Secretary

A company secretary is not a requirement under the Act, but a secretary is normally appointed to facilitate signing obligations.

An imprint of the Company Seal must be held at the Registered Office. Failure to do so may result in a fine of US$10,000. If the Minute Books containing records of meetings of members and directors are not held at the Registered Office the address at which these books are held needs to be provided.

Shareholders

The minimum number of shareholders is one.

A copy of the Register of Members must be held at the Registered Office and any changes to the Register must be sent to the Registered Office within 15 days of the change. Failure to do so may result in a fine of US$10,000.

New rules for accounting

New rules regarding record keeping for BVI companies were enacted in November 2012 under the Mutual Legal Assistance (Tax Matters) Act, 2012, whereby every company is required to:

• keep at the office of its registered agent, or at such other place within or outside the BVI as determined by its directors, the records and underlying documentation
• retain those records and underlying documentation for a period of at least five years from the date of completion of the transaction to which the records and underlying documentation relate, or the termination of the business relationship to which they relate
• provide the registered agent with a written record of the physical location of the records and underlying documentation if they are not kept at the office of the registered agent, and notify the registered agent within 14 days of any change to that location

By way of clarification, accounting records including underlying documentation is defined by the OECD as “all documents and books used in the preparation of the tax return and all financial statements, including general ledger, subsidiary ledgers, sales slips, and invoices”.
http://www.oecd.org/ctp/glossaryoftaxterms.htm

What’s included: