British Virgin Islands Incorporation Services

BVI business company is based in one of the world’s most reputable offshore financial centers. The British Virgin Islands (BVI) Business Company enjoys tax-exempt status, a flexible organizational structure, and strict confidentiality regulations. This incentivizes many international companies to start a business in BVI, especially insurance companies, investment fund managers, or group holding entities. Company formation in BVI is relatively straightforward, offering numerous tax benefits and privacy protections to ensure the smooth operation of your business.

FORMATION AND MAINTENANCE FEE FOR THE 1ST CALENDAR YEAR

• Name check and approval
• Filling incorporation documents with the Registrar of Companies
• Payment of the Government Fee
• Provision of registered office and registered address for one year
• Provision of company secretary and registered agent for one year
• Rubber seal

A standard set of digital corporate documents:

• Certificate of Incorporation
• Memorandum & Articles of Association
• Appointment of First Directors
• Consent Actions of the Board of Directors
• Share Certificates
• Register of Directors and Members

PLUS: A apostilled set of corporate documents:

• Certificate of Incorporation
• Memorandum & Articles of Association
• Register of Directors and Members

The British Virgin Islands (BVI) are located approximately 60 miles east of Puerto Rico and 2 miles from St. Thomas, U.S. Virgin Islands. They are highly reputable international financial centers.

On January 1, 2005, the British Virgin Islands (BVI) adopted a new version of the Business Companies Act. This new Act sought to improve and simplify the offshore corporate legislation in the BVI. The Act combined domestic and international companies into a single type of entity known as a BVI Business Company (BVI BC). This new corporate structure retained all the benefits of the previous legislation, including tax exemption.

LEGAL FORM
The Business Companies Act, based on English law, is used to create various types of companies for businesses operating in the British Virgin Islands (BVI). These companies can be private and limited by shares, guarantees, or a combination of both; or they can be unlimited, although this is rare. Public companies can also be formed under the Act. The most common type of company formed under the Act is a company limited by shares, where the liability of its members is limited to the amount paid for the shares they own. Foreign companies can also re-establish themselves in the BVI without the need for any reciprocal arrangements in their country of incorporation.

COMPANY NAME
BVI business company names must end with one of the following words or their abbreviations: Limited, Corporation, Incorporated, Société Anonyme, Sociedad Anonima. To use the following names, a license is required: Bank, Insurance, Assurance, Re-Insurance, Trust, Trustee, Savings, Royal, Asset Management, Fund Management, Investment Fund, Building Society, Municipal, Chartered. It is generally prohibited to use names that suggest a connection to local, state, or national governments.

MEMORANDUM AND ARTICLES OF ASSOCIATION
To incorporate a company in the British Virgin Islands (BVI), an application must be made to the Registrar of Companies. The Memorandum and Articles of Association must also be submitted to the Registrar. The Memorandum outlines the activities that the company is permitted to engage in, and the Articles of Association outline the rules for the internal management of the company.

SHAREHOLDERS
At least one shareholder is required to incorporate a company in the British Virgin Islands (BVI). The shareholder can be an individual or a corporation. The names of the company’s shareholders are not part of the public record.

SHARE CAPITAL
There is no set minimum capital requirement for companies incorporated in the British Virgin Islands (BVI). The standard authorized share capital is $50,000. The minimum issued capital can be one share with or without par value. Companies are allowed to issue registered shares, no par value shares, preference shares, redeemable shares, and shares with or without voting rights. Companies with an authorized capital of up to $50,000 pay an annual government license fee of $550. For companies with an authorized share capital exceeding $50,000, the annual license fee is $1,300.

DIRECTORS
BVI Business Companies must have at least one director, who can be an individual or a corporation. The names of the directors are not part of the public record. There is no requirement for the directors to be residents of the British Virgin Islands.

REGISTERED OFFICE AND LOCAL AGENT OR SECRETARY
Every BVI Business Company is required to have a registered office and registered agent, which must be reported to the Registrar of Companies. While it is not required to have a company secretary, it is advisable to have one for administrative purposes. An individual or corporation of any nationality can be appointed as the company secretary.

MEETINGS
There is no requirement for directors’ or shareholders’ meetings to be held in the British Virgin Islands (BVI) or for an Annual General Meeting. Meetings can be held outside the BVI, via telephone or other electronic means, or directors and shareholders can vote by proxy.

INCORPORATION TIME
BVI Business Companies (BVI BCs) are typically incorporated within 4-7 business days. If you need the incorporation documents to be certified with an Apostille, you should allow an additional 2-3 days for this process to be completed.

RECURRING AND MAINTENANCE FEE AS FROM 2ND YEAR

• Provision of registered office and registered address
• Provision of company Secretary & registered agent
• Government fee where a BC has an authorised share capital up to US$ 50,000

TAXATION
BVI Business Companies are exempt from income tax, tax on dividends, interest, royalties, and other payments made by the company in the British Virgin Islands (BVI). They are also exempt from capital gains, estate, inheritance, succession, or gift tax on shares, debt obligations, or other securities of the company. BVI BCs are also exempt from stamp duties on their assets or activities, with the exception of land ownership transactions in the BVI, where stamp duty is still payable.

FINANCIAL STATEMENTS AND AUDIT
There is no requirement to file audited accounts or annual returns with the authorities in the British Virgin Islands (BVI). However, a company must maintain financial records that accurately reflect its financial position. BVI companies are now required to provide certain financial information, in the form of an annual return, to their Registered Agent. The return is expected to include a balance sheet and profit and loss statement.

OUR SERVICES FOR THE COMPANY FORMATION IN BRITISH VIRGIN ISLANDS INCLUDE:

• Name check and approval
• Filling incorporation documents with the Registrar of Companies
• Registration Forms
• A standard set of original corporate documents
• Payment of the Government fee
• Provision of registered office one year
• Provision of company secretary and registered agent for one year
• Rubber seal

DOCUMENTS REQUIRED FOR THE COMPANY FORMATION
Please provide the following documents for all Directors, Shareholders, Beneficial Owners, Authorised Signatories:

• Notarised copy of valid passport.
• Original or Certified copy of utility bill / bank statement (as verification of residential address, dated within 3 months).
• Two (2) Original or certified reference letters from a Lawyer, Banker or Accountant (dated within 3 months).
• Bank Reference letter for a bank account older than 2 years old (dated within 3 months).
• In cases where shareholders and/or directors are corporate bodies, full apostilled set of corporate documents and Certificate of Good Standing (for companies registered more than 1 year).