This article covers the most commonly-asked questions regarding the use of BVI companies in transactions.
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1. What information is publicly available?
A BVI company's M&As and public register of charges are available from the BVI Registry. The details of the company's directors and shareholders are provided by the BVI company's registered agent in the form of a registered agent's certificate.
2. What is a registered agent and a client of record?
A registered agent provides a registered office and corporate services for a BVI company. A "client of record" is the person who the registered agent takes instructions from for that BVI company.
3. Do we need shareholder resolutions?
Most of the time these would not be needed: a board of directors has the powers to run a BVI company's affairs without the need for authorisation from the shareholders.
4. Are there any corporate benefit requirements or restrictions on what a BVI company can do? (third party security, financial assistance etc)
Most BVI companies (other than restricted purpose companies) are permitted to carry out any lawful act or activity and there are no restrictions relating to corporate benefit.
5. Can we use a foreign law security document – for asset security and share security?
Yes and yes.
6. What perfection steps are needed?
There are no specific steps required under BVI law, but you will need to perfect the relevant security document in accordance with the governing law of that security document and the laws of the location of the assets being secured.
The BVI has a non-mandatory public security registration scheme for when a BVI company creates security over its assets. For share security, the share register is usually annotated with details of the security interest. There is also a private register of charges for each BVI company.
7. Are there any formalities for signing documents?
No.
8. Is there taxation or stamp duty?
No taxes will be imposed in the BVI on transactions involving BVI companies. Stamp duty is only imposed on the transfer of shares of a BVI company if that company owns land (directly or indirectly) in the BVI.
The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.