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.

When it comes to local infrastructure for professional services in the British Virgin Islands (BVI), the region hosts a robust presence of international accounting and law firms. These sectors are well-established and cater to a global clientele, showcasing their capability and expertise.

However, the financial landscape is more limited when it comes to banks and other financial institutions. While these entities do exist, their numbers are relatively small compared to the bustling activities in accounting and legal services.

One noteworthy aspect of the BVI‘s infrastructure is the advanced and efficient Registry of Corporate Affairs. This facility is equipped with cutting-edge technology that swiftly adapts to rising demands, offering seamless service to businesses operating within the jurisdiction.

The British Virgin Islands (BVI) took a significant step in 1984 by implementing the International Business Company (IBC) legislation. This move marked the beginning of its rapidly growing offshore financial services sector.

In summary, the BVI provides a strong framework for legal and accounting services, though financial institutions are fewer, all supported by a sophisticated corporate registry system.

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.

CORPORATE REQUIREMENTS
Every BVI company must appoint a registered agent and maintain a registered office within the BVI, provided by a licensed service provider. Additionally, each company needs at least one director, who can be an individual or a corporation. Corporate directors are permitted, and the appointment of the first director is required within six months of incorporation. The Register of Directors must be kept at the office of the registered agent and details filed with the Registry of Corporate Affairs, accessible only to regulatory and law enforcement authorities.

SHAREHOLDERS
At least one shareholder is required to incorporate a company in the BVI, and the shareholder can be an individual or a corporation. Bearer shares are allowed, but any such certificates must be held by an approved custodian. The BVI Business Companies (Amendment) Act 2012 mandates maintaining a register for bearer shares, detailing the certificate number, beneficial owner’s full name, and custodian information. The Register of Shareholders or a copy should be kept at the office of the registered agent, although this information is not publicly accessible.

SHARE CAPITAL
There is no set minimum capital requirement for companies incorporated in the BVI. The standard authorized share capital is $50,000, with a minimum issued capital of one share with or without par value. Companies can issue various types of shares, such as registered shares, no par value shares, preference shares, redeemable shares, and shares with or without voting rights. Companies with authorized capital up to $50,000 pay an annual government license fee of $550, while those exceeding this amount pay $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.

Under the Business Companies Act, every newly incorporated company is required to appoint its first director within six months of the date of incorporation. This ensures timely compliance and smooth operation from the start.

Register of Directors
A crucial compliance step involves the Register of Directors. A copy must be kept at the office of the registered agent, ensuring that the company’s leadership details are readily accessible to those who need them.

Effective from April 1, 2016, the details of directors must be filed with the Registry of Corporate Affairs. While these filings enhance regulatory oversight, rest assured that they are not available to the general public. Only BVI regulatory and law enforcement authorities can access this information, maintaining confidentiality and privacy for corporate leaders.

COMPANY NAME
BVI business company names must end with one of the following words or their abbreviations: Limited, Corporation, Incorporated, Société Anonyme, Sociedad Anonima. Certain names require a license, such as Bank, Insurance, Assurance, Re-Insurance, Trust, Trustee, Savings, Royal, Asset Management, Fund Management, Investment Fund, Building Society, Municipal, Chartered. Names implying government affiliation are generally prohibited.

MEMORANDUM AND ARTICLES OF ASSOCIATION
To incorporate a company in the BVI, an application, including the Memorandum and Articles of Association, must be submitted to the Registrar of Companies. The Memorandum outlines permissible company activities, while the Articles of Association detail the internal management rules.

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. Each BVI company must have these in the BVI, provided by a licensed service provider. This ensures compliance with local regulations and provides a reliable point of contact for legal and administrative matters.

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.

In summary, the registered agent plays a crucial role in maintaining the company’s good standing by bridging communication with the BVI authorities and fulfilling essential legal obligations.

MEETINGS
There is no requirement for directors’ or shareholders’ meetings to be held in the BVI, nor is an Annual General Meeting necessary. Meetings can occur outside the BVI or via electronic means, with proxy voting permitted. Additionally, BVI companies are not required to file annual returns or maintain audited accounts, simplifying ongoing administrative responsibilities.

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

What Happens if Companies in the BVI Miss Their Licence Fee Deadline?

Companies that do not pay their licence fees on time in the British Virgin Islands (BVI) face certain consequences. Missing the payment deadline can lead to financial penalties. These penalties often involve additional fees that accumulate, increasing the longer the payment remains outstanding.

Beyond financial repercussions, there is a risk of more severe administrative actions. If a company continues to delay payment, it may be officially struck off—or removed—from the register five months after the initial due date. This means the company’s legal status can be compromised, potentially impacting its ability to operate.

To avoid these issues, it’s crucial for companies to manage their financial obligations promptly and maintain compliance with all regulatory requirements.

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.

Are There Any Exchange Controls in the BVI?

The British Virgin Islands (BVI) stand out when it comes to financial freedom. The territory does not impose any regulations that hinder the movement of money. This means businesses and individuals can transfer funds in and out without encountering governmental barriers.

In practical terms, this flexibility attracts many international firms and investors, allowing seamless currency operations. With no exchange limits in place, the BVI provides an encouraging environment for financial activities and international commerce.

In essence, the absence of these controls positions the BVI as an appealing hub for global financial transactions, offering ease and efficiency in monetary dealings.

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:
To get started, just fill out our online form, upload the required documents, and leave the rest to us. We’ll handle all the registration details for your offshore incorporation with the Corporate Registry. This includes:

• Checking and reserving a company name
• Preparing all registration forms
• Preparing your company constitution (memorandum & articles)
• Filing with the Corporate Registry
• Preparing digital corporate Docs
• Preparing corporate Resolutions

Our service offers a seamless process for incorporating a company with a name that suits your business vision. We maintain a substantial stock of pre-named companies ready for immediate purchase, providing a quick solution if you need to get started right away.

However, if you have a specific name in mind, we can incorporate a company with your chosen name. We ensure that your branding remains unique and effective by confirming the availability of your desired name in advance. This proactive approach reduces any uncertainty and streamlines your path to incorporation, maintaining the efficiency and reliability you expect.

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).
• One (1) 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).