If you are planning to incorporate an International Business Corporation (IBC), which is more commonly known as “offshore” company, this package is for you. Offshore companies are often set up in a tax haven such as the British Virgin Islands (BVI), Belize, Seychelles Islands, Marshall Islands, etc. where there are no corporate or personal income taxes, capital gains taxes, reporting requirements, or restrictions on company employment policies.
British Virgin Islands Business Company (BVI BC) is the world’s most popular international legal entity. About 41% of the world’s international companies have been formed in the BVI.
The US dollar is the official currency in the BVI – therefore, by definition, there can be no currency controls and no artificial manipulation of the money supply by the local government.
BVIs are a British Overseas Territory, which provides for outstanding political stability. The country also maintains a low international profile and a clean reputation, thus avoiding the pitfalls experienced by some more publicised and less scrupulous offshore tax havens
A BVI Business Company is exempt from the BVI income tax, the same exemption applies to all dividends, interest, rents, royalties, compensations and other amounts paid by a company, and all capital gains realised with respect to any shares, debt obligations or other securities of the company. No estate, inheritance, succession or gift tax is payable with respect to any shares, debt obligations or other securities of a BVI BC. All transactions and instruments relating to transfers of any type of property of assets, shares, debt obligations or securities to or by a BVI BC are exempt from the stamp duty, with a sole exception for land-ownership transactions in the British Virgin Islands, in which case stamp duty remains payable.
A British Virgin Islands Business Company has separate legal personality and the same powers as a natural person.
Confidentiality is one of the key features of the BVI Business Company as details of the company beneficial owners, directors and shareholders are NOT part of public record. Register of Members, Register of Directors and all Minutes and Resolutions by the Company are kept only at the offices of the Registered Agent in complete confidentiality. Certainly, though, these files are available for inspection to Company shareholders.
The only documents held on public record are the Memorandum and Articles of Association, but these normally do not contain any indication as to the actual shareholders, directors or the beneficial owners of the company.
At the same time, if the owners of the company so wish, the Register of Directors and/or the Register of Members may be filed with the Registrar of Companies. Such step may be desirable if a complete certainly must be achieved and showed publicly as to the actual identities of the Company managers or members – but, again, this is purely optional.
A BVI Business Company requires a minimum of only one owner, one shareholder, and one director. All of them can be one and the same person. Apart from the director, the company need not appoint any operating officers. The management structure of the BVI Business Company may be designed in accordance with the widest variety of requirements.
The shareholders, directors and officers of a BVI Business Company may be individuals or corporations and of any nationality. The shareholder’s or director’s meetings need not be held in the British Virgin Islands and there is no requirement for an Annual General Meeting.
Meetings can be held by telephone or other electronic means; alternatively, directors, as well as shareholders, may vote by proxy.
Where a Business Company has only one member who is an individual and that member is also the sole director, such sole member/ director may specifically appoint a reserve director to act in his place in the event of his death.
If a foreign Government or authority seizes Company shares, or any other interest in the Company in connection with nationalization, expropriation, confiscatory tax, other governmental charge or with a similar cause the Company or a shareholder may apply to the BVI court for an order that the Company disregard the seizure and continue to treat the person from whom the shares were seized as continuing to hold the shares.
BVI Business Companies does not have an obligation to prepare to file for financial accounts. However, records must be kept that are sufficient to show and explain the Company’s transactions; and will, at any time, enable the financial position of the Company to be determined with reasonable accuracy. Such records do not have to be kept in the British Virgin Islands and the location for keeping such records can be freely determined by the owners of the Company, and there is no requirement whatsoever to file or otherwise make public any commercial or financial records of the Company.
Shares of a BVI Business Company may be issued in bearer form. However, the bearer shares may not be issued to their actual owner but may only be kept in custody of a licensed custodian in the BVI, or with such custodian outside BVI, together with a written indication as to the actual identity and address of the owner of such shares. The schedule of Government fees for BVI Business Companies contains a clear negative incentive against utilising bearer shares in the structuring of the Business Companies, as the Government fees for such companies will be considerably higher.
Since 2005, there is no requirement to specify the operational objects of the BVI Business Company in the foundation documents of the Company (Memorandum and Articles of Association). However, the company may choose to do so and, indeed, a specific type of a “restricted purpose company” is envisaged by the Business Companies Act.
A BVI Business Company may be incorporated as a company limited by shares, a company limited by guarantee (with or without authorisation to issue shares), an unlimited company (with or without authorisation to issue shares), a segregated portfolio company and a restricted purpose company.
A BVI Business Company may not be registered under a name that is identical to the name of an existing BVI company, or is so similar to the name of an existing BVI Company, that, in the opinion of the Registrar, such name would be likely to confuse or mislead. As the BVI Registrar of Companies has a name-reservation system, a reserved name would also be considered as an already existing name.
Without obtaining a prior written consent of the Financial Servies Commission, a BVI Business Company may not be registered under a name that contains a “restricted” word or phrase (according to a published list of such restrictions) – such as the words “Assurance”, “Bank”, “Building Society”, “Chamber of Commerce”, “Chartered”, “Cooperative”, “Imperial”, “Municipal”, “Royal”, “Trust” or any word conveying a similar meaning, as well as any name suggesting the patronage of the British Royalty, British, BVI or any other government or its department.
The Registrar may also refuse the registration of any particular name if, in the opinion of the Registrar, such name is offensive or, for any other reason, objectionable.
The directors of a BVI Business Company may appoint any person (including an existing director), to be an agent of the Company. Subject to the Memorandum and Articles of Association such agent has such powers and authority as the directors may prescribe, except that no agent shall have no authority to amend the Memorandum or Articles; to appoint directors or agents; to approve a plan of merger, consolidation or arrangement; or to make a declaration of solvency or approve a liquidation plan.
- USD 350 for Company with up to 50,000 shares, with or without par value.
- USD 350 for Company limited by a guarantee or an unlimited company without shares.
- USD 1100 for Company with more than 50,000 shares, with or without par value.
- USD 5000 for a Restricted Purposes Company.
- USD 800 for Company with up to 50,000 shares, if all bearer shares are kept with a BVI Custodian.
- USD 1100 for Company with more than 50,000 shares, if all bearer shares are kept with a BVI Custodian.
- USD 1100 for Company with up to 50,000 shares, if some of the bearer shares are not kept with a BVI Custodian.
- USD 1350 for Company with more than 50,000 shares, if some of the bearer shares are not kept with a BVI Custodian.
|Income tax in BVI||None|
|Conduct business internationally||Yes|
|Conduct business within BVI||Yes|
|Formally considered as resident in BVI||Yes|
|Official language/language of documents||English|
|Operational objects||No requirement to specify|
|Authorized capital||Not required as a concept|
|Minimum paid-up capital||No specific requirements|
|Considerations to the capital||In any currency or in kind|
|The most effective number of shares (maximum amount at minimum state fee)||50,000 shares (with or without par value)|
|Bearer shares||Yes (but to be held by a custodian only)|
|Registered Agent in BVI||Required|
|Registered Address in BVI||Required|
|Minimum number of directors||One|
|Register of Directors||To be kept by the Registered Agent|
|Register of Directors filed for public record||Yes|
|Minimum number of Members (shareholders)||One|
|Register of Members||To be kept by the Registered Agent|
|Register of Members filed for public record||No|
|Holding of Annual General Meeting||Not required|
|Convention of Meetings of Directors / Members||Anywhere in the world, also by proxy|
|Imprint of Corporate Seal||To be kept by the Registered Agent|
|Corporate Minutes and Resolutions||To be kept by the Registered Agent|
|Disclosure of beneficial owners to Registrar||No|
|Disclosure of beneficial owners to Agent||Yes (confidential due diligence)|
|Keeping of accounts||Internally, only to enable a reasonably accurate determination of financial position|
|Auditing of accounts||Not required|
|Filing of accounts||Not required|
|Double-tax avoidance treaties||Switzerland, Japan|
|Currency controls / restrictions||None|
|Available special types of company||Restricted purpose company
Segregated portfolio company
|Redomicile a foreign company into BVI||Yes|
|Redomicile a BVI company abroad||Yes|
|Net time to incorporate||3-5 days|
|Ready-made (shelf) companies||Available|