International Business Companies registered in the BVI are incorporated under the International Business Corporation Act, 1984. Under this Act, an IBC enjoys a number of benefits such as:
- No trade restrictions - The IBC's are free to conduct business on an international scale, with no restrictions as to the nature of the business itself
- Exemption from all kinds of taxation for owners and employees (zero percent (0%) tax rate)
- Anonymity of company details
- Minimum compliance requirements at time of company registration
- Zero ongoing compliance requirement
A BVI IBC is allowed to conduct the following activities within the BVI:
- Conduct directors' or shareholders' meetings
- Lease real estate
- Rent buildings for office use
- Open and maintain bank accounts
- Maintain company registers and records
- Hold shares of any other BVI company
- Hold and issue shares in any currency
Restrictions on International Business Companies in the BVI:
- Conducting business operations with residents of the BVI; however business transactions can be conducted with other offshore companies registered in the BVI
- Providing addresses for registration purposes to other companies
- Providing services of Registration Agent(s) to other IBC's registered in the BVI
- Unless licensed to do so, an IBC may not provide the following financial services to individuals or other companies: banking or trust formation (Banks and Trust Act 1990), insurance or reinsurance services and company management services (Company Management Act, 1990)
- , insurance or reinsurance services, company management services (Company Management Act, 1990)
- Owning real estate property in the BVI
Information regarding placement of an order
for IBC formation in the BVI is available
here. For further inquiries,
please contact
info@o-c.com
THE BVI IBC FORMATION:
REQUIREMENTS FOR INCORPORATION IN THE BVI:
In order to incorporate an IBC in the BVI, the following conditions must be satisfied:
- Company director: At least one company Director (who is eligible to act as a shareholder as well) must be appointed. A company secretary may or may not be appointed, as it is not a mandatory requirement.
- Company agent: A registered local agent in the BVI must represent the business. The local agent interfaces with the Government or incorporation authority on behalf of the owners.
- Registered address: A registered postal address in the BVI must be provided at the time of incorporation.
- Documentation: The Company’s Certificate of Incorporation, Articles of Association and Memorandum of Association have to be submitted to the Companies Registry at the time of company formation. No other documents are required for incorporation. The identities of the directors and shareholders need not be mentioned in these documents. The incorporation authorities do not require any personal information to incorporate an IBC.
These are the only requirements for IBC incorporation in the BVI. Since there are no ongoing compliance requirements for BVI IBC's, changes to company details need not be reported to Companies Registry once an IBC has been incorporated.
Offshore Center IBC registration package details
a. Package breakdown:
We register an IBC in the BVI for £1300. The following services are included in the package:
- Company formation
- Registered local address
- Local agent
- Apostille
- Articles of Association and Memorandum of Association, which are prepared by Offshore Center for its customers.
b. Necessary information:
The customers have to disclose their personal details to Offshore Center for purpose of record keeping only. These details are not disclosed to any incorporation authority.
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ANNUAL MAINTENANCE COST FOR AN IBC
The annual cost of maintenance for an IBC through Offshore Center is £500. It includes the following:
- Registered Agent Fee
- Registered Address Fee
- Annual License Fee
IBC Transfer
An administrative fee of £200 will
be charged in case of transfer of an IBC
maintained by Offshore Center to a different
registered agent.
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APOSTILLE
An Apostille is a legal document required to incorporate an International Business Company in the British Virgin Islands. It is required to legalize incorporation documents. Offshore Center provides an Apostille (cost included in the registration price) to all its customers at the time of company formation.
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LEGISLATIVE LANGUAGE
All necessary incorporation documents for International Business Companies registered in the British Virgin Islands must be in the English language. However, the company name can be in any language. In this case, a translated copy of company name must be attached with the company formation documents.
NAMING THE IBC
International Business Companies incorporated in the BVI are subject to certain name restrictions, such as:
-
Language of the name: The name of the IBC can be in any language. The documentation, however, has to be in the official language of the BVI, which is English. If the company name is in a language other than English, the translation of the name (in English) has to be mentioned in the registration documents. This ensures that a sensitive or restricted name is not being used.
- Similar or identical names: If a company name is identical or very similar to the name of any other existing company, then it cannot be used for incorporating a new company.
- Names requiring approval: Certain company names can only be used after being approved by the Royal Family or the Government of the BVI. These are restricted names, which cannot be used without prior approval. If such a name is used for incorporating an IBC, then a letter of approval from the relevant authorities must be attached with the incorporation documents.
- Suffix to indicate limited liability: The name of an IBC has to be appended with a suffix to indicate that it is a limited liability company. Any one of the following suffixes may be used for this purpose:
Limited or Ltd
Corporation or Corp
Incorporation or Inc
Sociètè Anonyme or SA
Sociedad Anonim
- Names with Chinese characters: Company names with Chinese characters are valid and can be incorporated.
- Names requiring license or approval: Certain names require a license or approval for incorporation. Foreign language equivalents of these names also require a license or approval. The names are as follows:
- Bank
- Building Society
- Savings
- Loans
- Insurance
- Assurance
- Reinsurance
- Fund
- Investment Fund
- Management
- Trust
- Trustees
- Chamber of Commerce
- University
- Municipal
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COMPLIANCE REQUIREMENTS FOR IBC's
IBC's in the BVI have very lenient compliance requirements, which are as follows:
COMPANY DIRECTORS
At least one Director must be appointed to incorporate an International Business Company. This director can be an individual or company. There are no nationality and residence restrictions for company directorship.
COMPANY SECRETARY
Appointing a company secretary is not a mandatory requirement for incorporating an IBC. A sole director (also acting as a shareholder) can incorporate an IBC. If appointed, the secretary may be an individual or company. There are no nationality or residence restrictions for company secretaries.
COMPANY SHAREHOLDERS
At least one shareholder is required for incorporating an IBC. The Director can also act as the shareholder. There are no nationality or residence restrictions for company shareholders.
COMPANY MEETINGS
When and how company meetings are conducted is at the discretion of the owners. IBC's are not bound by law to hold Annual General Meetings (AGM). Directors or shareholders meetings need not be held on a regular basis. Board meetings can be held anywhere in the world; holding them in the BVI is not mandatory.
Attendees may or may not be physically present during meetings. Meetings can be conducted over the telephone or utilizing any other electronic medium such as the Internet.
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REPORTING REQUIREMENTS
An IBC registered in the BVI enjoys a number of lenient reporting requirements, such as:
- Company accounts and auditing: Preparation and disclosure of financial statements and company accounts is not a requirement for an IBC. An offshore company's finances enjoy complete protection from financial scrutiny of any kind. There is no need to hire auditing services. However, company directors can maintain accounts and records needed for their own use anywhere in the world.
- Annual returns: An IBC is not required to file annual returns.
- Registers of company directors, officers and shareholders: Registers of directors and officers need not be maintained by an IBC. If prepared, the registers may or may not be maintained at the registered address of the IBC in the BVI. However, the registers of the shareholders must be maintained at the registered address of the IBC in the BVI.
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COMPANY'S SHARE CAPITAL
The International Business Corporation Act, 1984 provides the following flexibility in terms of an IBC's authorized and issued share capital status.
Authorized share capital
The authorized share capital is the amount invested by the shareholder(s) at the time of starting a business. There are no minimum or maximum limits for the authorized share capital. Offshore Center can incorporate an IBC in the BVI for as less as one share. The share capital can be in any currency or in more than one currency. It need not be in USD (official currency of the BVI).
Issued share capital:
The issued share capital is the amount of shares issued by a company. Issued share capital is not a requirement for an IBC. An IBC may or may not issue shares at the discretion of the directors. However, if shares are issued, the amount must be paid in full. Shares can be issued for considerations other than cash such as services, properties, shares of another company, etc.
The minimum issued capital can be only one share with or without par value. Payment of minimum capital is not required, however if paid, the minimum paid in capital may be one fully paid share.
An IBC is allowed to buy back (redeem) its shares, which may be either cancelled or kept as treasury shares.
Classes of shares:
An IBC can have the following types of shares:
- Registered Shares
- Bearer Shares
- Shares of No Par Value
- Redeemable Shares
- Preference Shares
- Shares with or without Voting Rights
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TAXATION LAWS
International Business Companies enjoy complete exemption from the payment of Income Tax and Stamp Duty. Neither the company nor its employees have to pay any kind of taxes. Non-residents of the BVI are exempt from the income tax payable on dividends, interest, rents, royalties, compensations as well as on other amounts which are paid to an individual by an IBC. There are no capital gains taxes, inheritance taxes or death duties to be paid by an International Business Company and its directors in the British Virgin Islands.
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The British Virgin Islands currently have Double Taxation Treaties with the United Kingdom, Japan and Switzerland.
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FOREIGN EXCHANGE CONTROL
There are no foreign exchange controls or restrictions in the BVI for an offshore company. Funds can be easily transferred to and from the BVI.
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BENEFICIAL OWNERS
IBC's registered in the British Virgin Islands are allowed to have beneficial owners. Their identities need not be disclosed to anyone.
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