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Company Incorporation - BVIBC

The establishment, operation and maintenance of all companies incorporated in the British Virgin Islands is governed by the British Virgin Islands Business Companies Act, 2004 (as amended) (the “Act”).  Commonly called “BVIBCs”, British Virgin Islands Business Companies were conceptualized with the offshore investor in mind looking for a safe and cost-effective haven for funds and assets, and are the vehicle of choice for use in international corporate structures and transactions.  Some of the advantages and distinctive features of a BVIBC are highlighted below. However further information on the main features of the BVIBC can be sourced from the attached presentation at THE BRITISH VIRGIN ISLANDS BUSINESS COMPANIES ACT, 2004.

The Act which came into force on January 1, 2005 will as at January 2007 also govern the popular International Business Companies (“IBC”) in place of the International Business Companies Act which user friendly and flexible provisions has been largely responsible for establishing the BVI as the world’s premiere corporate domicile.  While the Act has replaced the International Business Companies Act, 1984, it has retained and in many instances has enhanced the features that investors favour in IBCs.  Through careful drafting the Act provides for a smooth transition for existing IBCs to be automatically re-registered as BVIBCs on January 1, 2007. For more information on these transitional issues see the attached presentation at RE-REGISTRATION UNDER THE BVI BUSINESS COMPANIES ACT

Incorporating Your British Virgin Islands Business Company

A BVIBC can be incorporated in 3 simple steps:

1.      Apply for a Company Formation Form

2.      Complete application form

3.      Submit application form to Abacus together with supporting documentation

On receipt of the application form and supporting documentation in good order Abacus will prepare and file the required documentation to incorporate your BVIBC.  On receipt of the registry-stamped incorporation documents from the Registry of Corporate Affairs we will provide you with an incorporation package inclusive of the original constitutional documents, share certificates, share register and directors register. The incorporation process usually takes between 2 – 4 working days depending of the volume of incorporations at the Registry.

Advantages and Distinctive Features of a BVIBC

Some of the advantages and distinctive features of a BVIBC are:

  • BVIBCs can be established using 7 different types of corporate structures, including, restricted purpose companies and segregated portfolio companies
  • No statutory restriction of objects.
  • A BVIBC may be incorporated using its company number as its name and may have an additional foreign character name.
  • Save and except for duties payable in connection with the transfer of land situated in the BVI or transactions in respect of shares, debt obligations or other securities of BVIBCs which own land situated in the BVI, BVIBCs are exempted from all provisions of the BVI Income Tax Ordinance and the Stamp Act and as such are not subject to any income, capital gains, dividend withholding, estate, or gift taxes in the BVI.
  • BVIBCs can have a minimum of one director and one shareholder or member.
  • The directors and shareholders of a BVIBC can be natural persons or corporate entities and need not necessarily be resident or domiciled in the BVI.
  • Provides for the appointment of a reserve director to act in the event of the death of a sole director who is also a sole shareholder.
  • There is no specific capitalisation requirement for the incorporation of a BVIBC. However where a BVIBC intends to engage in regulated business activities such as banking, insurance and trust business a minimum capital may be required to be issued and paid up and the company will require licencing under the relevant legislation.
  • Where expressly authorised in its Memorandum and Articles of Association a BVIBC can issue bearer shares, multiple classes and series of shares, shares with or without par value, as well as shares with variable voting rights, and companies can acquire their own shares, exchange and convert registered shares to bearer shares.  Our standard Memorandum and Articles of Association do not permit the issue, conversion or exchange of bearer shares. However, clients wishing to incorporate an BVIBC with the power to issue bearer shares should expressly indicate this when completing our Incorporation Questionnaire and are urged to read our Guidance Notes on the bearer shares before incorporating the BVIBC.
  • Every BVIBC is required to maintain a share register and a register of directors.
  • The corporate books, records and dealings of BVIBCs are kept confidential and are not subject to public scrutiny.  There is no requirement to file any information with the Registrar of Corporate Affairs relating to shareholders, directors, mortgages and charges, accounts, deeds and other instruments.
  • Statutory filing of mortgages and charges with the Registrar of Corporate Affairs governs priority but is optional.  Filings may however be made by the chargee.
  • Meetings of the directors or shareholders can be held by telephone or other electronic means and need not necessarily be held in the BVI. There is no requirement to hold Annual General Meetings.
  • Continuation or re-domiciliation into or out of the BVI are simple procedures under the BVIBC Act.
  • BVIBCs can make distributions for the benefit of its members in the form of assets, debts, dividend.
  • Generally there are no requirements to file financial statements, public or governmental reports, or to appoint auditors.   

Costs


The cost to establish and maintain a BVIBC will vary depending on the structure of your company. For an estimate of your costs please contact us.


Should you require any additional information please do not hesitate to contact us at info@mwmabacus.com

 
Last Revised: 10/9/2009

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