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BVI company formation

General overview

BVI Company Formation services with TBA have never been so simple! Business Company’s, BC´s, are companies incorporated in the British Virgin Islands, BVI, under the International Business Companies Act, 2004 (All companies previously incorporated under the International Business Companies Act, 1984, automatically became subject to the BVIBC Act from 1st January 2007).

BVI Business Company are a very popular and widely used offshore companies because of their administrative ease, flexibility, taxation exempt status and the fact that they are widely accepted and understood by the international financial community. BVI BC’s may not own real property in the BVI, other than the lease of an office, and may not carry on banking or trust business (unless licensed under the Banks and Trust Companies Act, 1990) or insurance or re-insurance business (unless licensed in the BVI to carry on that business). Otherwise, BVI BC’s may engage in any activity that is not illegal under the laws of the BVI subject to any restrictions in their Memorandum of Association.

General information

The British Virgin Islands is an archipelago of over 40 islands, 16 of which are inhabited. Discovered by Columbus who is said to have been so impressed by their large number that he named them “Las Virgenes” in honour of St. Ursula and her 11,000 attendant virgins they lie to the north west of the United States Virgin Islands. The neighbour with the largest land area is Puerto Rico, 96 km to the west. Except for Anegada, which is a flat reef surrounded island of coral limestone, the Islands are hilly and enoy a subtropical climate. Their greatest tourist attraction is their superb beaches.

Population

The population is approximately 31,912, the largest and most heavily populated Island is Tortola which has approximately 18,000 inhabitants. 90% of the inhabitants are of African descent, the balance being made up of European, Indian or mixed race.

The capital, Road Town, is on the southern shore near Sir Francis Drake Channel. Tortola is connected by a road bridge to Beef Island and the local airport.

Political structure

In 1672, Britain claimed Tortola. Simultaneously, Denmark asserted her sovereignty over St. Thomas and St. John; then in 1773 Denmark purchased St. Croix from France. The sale of Danish Islands to United States occurred in 1917 for US$25 Million.

The British Virgin Islands are a UK overseas territory with self-government in most internal matters. Under the 1977 constitution, HM Queen Elizabeth II is represented by a governor responsible for external affairs, defence, internal security and the public service, with reserved legislative powers as necessary for the exercise of special responsibilities. On all other matters, the executive council has authority.

The executive council consists of the governor, the chief minister, the attorney-general and three other ministers appointed by the governor from the legislative council on the advice of the chief minister. The legislative council has a four year term and consists of a speaker, 13 directly elected members and the attorney-general.

Infrastructure and Economy

There is an excellent daily air service between the Islands and the USA. Cruise ships call in weekly to the Islands and there are freight carriers.

The economy, one of the most prosperous in the Caribbean area, is highly dependent on the tourist industry, which generates about 21% of the national income. In 1984, the Government offered offshore registration to companies wishing to incorporate in the Islands, by 2006 the number incorporated had exceed 750,000, incorporation in the first three quarters of 2006 exceeded 51,000 making the British Virgin Islands the leading offshore jurisdiction. The BVI is the only Caribbean jurisdiction to boast the presence of all five of the largest offshore law firms in the region and the legal profession presence in the territory continues to expand. The Finance Sector and Ship Registration now generate approximately 50% of government revenue.

Procedures

Language

The official and spoken language is English.

Currency

US Dollar.

Type of law

Common Law, based on English Common Law with local modifications and local statutes.

Exchange control

None.

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 BVI BC Act from 1st January 2007). BVI Business Companies (Amendment) Act, 2012.

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.

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.

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.

Name restrictions

Any name that is identical or similar to an existing company, or any name that suggests the patronage of the Royal Family or the Government of the British Virgin Islands. The BVI Business Companies (Restricted Company Names) Notice 2013 brings the number of restricted words or phrases whose use is restricted to 217.

Names requiring consent or license

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.

Compliance

Share issue

The normal number of shares issued is 50,000 with all of the shares having a par value, this being the maximum share issue for the minimum duty payable upon incorporation and annually thereafter. The shares may be expressed in any currency. The minimum number of shares issued 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.

Double taxation agreement

The British Virgin Islands has treaties with Japan and Switzerland, although they have limited benefit and are not applicable to offshore business.

Financial statement required

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.

Licenses fees

The fees charged to BVI Business Companies by the Registry of Corporate Affairs have been changed through secondary legislation passed by the Cabinet and have taken effect from 1 January 2018. The most notable changes are: the incorporation fee for a standard company authorised to issue up to 50,000 shares increases from $450 to $550 and, for a company authorised to issue more than 50,000 shares, to $1,350.

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.

Key corporate features

General
  • Type of Company – BC
  • Type of Law – Common
  • Shelf company availability – Yes
  • Our time to establish a new company – 2 days
  • Corporate Taxation – Nil
  • Double Taxation Treaty Access – No
  • Government fees for number of issued shares not exceeding 50,000 – US$ 550
  • Government fees for number of issued shares exceeding 50,001 – US$ 1,350
Share capital or equivalent
  • Standard currency – US$
  • Permitted currencies – Any
  • Minimum paid up – US$1
  • Usual number of shares issued – 50, 000
Directors
  • Minimum number – One
  • Local required – No
  • Corporate Directors Permitted – Yes
  • Publicly accessible records – No
  • Location of meetings – Anywhere
Shareholders
  • Minimum number – One
  • Publicly accessible records – No
  • Location of meetings – Anywhere
Company secretary
  • Required – Optional
  • Local or qualified – No
Accounts
  • Requirements to prepare – Yes
  • Audit requirements – No
  • Requirements to file accounts – No
  • Publicly accessible accounts – No
Other
  • Requirement to file annual return – No
  • Change in domicile permitted – Yes

Our company licensing services

— What we do and do not do

Our company is EXCLUSIVELY engaged in assisting worldwide clients, either individuals or corporate entities, to get duly and properly licensed with local Regulators and Financial Authorities to get respective official licenses to legally carry out their cryptocurrency or financial related business activities.

TBA & Associates Tax Business Advisors does not provide or carry out any sort of Cryptocurrency or Financial services!

Disclaimer: While TBA & Associates strives to make the information on this website as timely and accurate as possible, the information itself is for reference purposes only. You should not substitute the information provided in this article for competent legal advice. Feel free to contact TBA Customer Services for advice on your specific cases.

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