The British Virgin Islands ("BVI") have become the
world's premier international corporate domicile, with over
465,000 active companies.
Part of this success can be attributed to the following features
of a BVI business company, including:
exemption from all BVI taxes and
a high degree of
limited statutory filings;
ease of administration and operation;
a same day incorporation
In particular, BVI companies are the most popular offshore
vehicle in the world today which means greater acceptability and
familiarity by banks, brokers, lawyers, accountants and other
Additional advantages include:
incorporation may be completed by the
local registered agent without the need for execution of corporate
documents by initial directors and shareholders.
straightforward and simple procedures
director appointment and
issue and transfer of shares;
amendments to number of shares;
amendments to memorandum and articles
of association; and
liquidations and striking off where
companies are solvent;
shareholders and directors
resolutions may be passed in writing and notice requirements
no requirement for annual general
no requirement to hold any meetings
in the BVI;
no requirement for audited accounts
(save where regulations existing);
no requirement to file annual
no requirement to appoint BVI
no requirement to appoint a
a register of members must be
maintained as part of the company's internal records, but need
not be filed with the Registrar of Companies;
ability to redomicile companies to
and from the BVI; and
abolition of corporate capacity
(ultra vires) rule in relation to third party dealings.
The BVI Business Companies Act, 2004 also provides
seven different types of companies,
including not only companies limited by shares but also companies
limited by guarantee and unlimited companies (in each case, with or
without share capital), restricted purpose companies and segregated
the ability to entrench provisions of
a company's constitutional documents;
the registration of security and
priority of charges;
the ability to extend directors
duties to permit directors to act in the interests of a holding
company or particular parent company;
the abolition of the concept of share
flexible provisions dealing with a
company's ability to acquire its own shares (an ability
essential for many mutual funds).
For further information and for a copy of the BVI Business
Companies Act, 2004, please contact us.
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.
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Confidentiality of corporate documents and information is one of
the key attractions of incorporating a company in the BVI. A
company search of the BVI Registrar of Corporate Affairs will only
disclose certain information and documents.
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