Formation
The British Virgin Islands is the most popular offshore jurisdiction, with favourable business regulations, a prosperous economy and stable political situation. In the British Virgin Islands, an International Business Company (IBC) is very quick and simple to incorporate requiring minimum administration, providing privacy and asset protection. Provided that your IBC has no business activities in the British Virgin Islands, it is wholly exempt from BVI tax on its income. The general time scale for a full incorporation is two days, although the Registrar's office is automated, which enables incorporation to be done sometimes within 24 hours. To start incorporating your Genshape Management in the British Virgin Islands we only require the following:
Your proposed Company Name
The Directors full name, date of birth, address and nationality
The Shareholders full name and address
Company Name
Your company name can be in any language and must contain the word Corporation, Limited, Incorporated, Societe Anonyme or Sociedad Anonima or the abbreviation Corp, Ltd, or Inc. Certain words are prohibited such as names suggesting the patronage of any Government or country. The name approval process takes less than thirty minutes, and a name may be reserved for 10 days.
Directors
Only one Directors is required and may be of any nationality and may reside anywhere. The names of directors do not appear in public records. Corporate directors are allowed.
Shareholders
Shareholders may be of any nationality and may reside anywhere. Only one shareholder is required and can be the same person as the director. There is no upper limit to the number of shareholders. The shareholder can be a person or a corporation.
Registered Office
All British Virgin Islands IBC's must have a registered office, this must be a physical address in the British Virgin Islands. The registered office is where documents may be legally served on the company.
Features of a British Virgin Islands International Business Company:
Competitive incorporation and maintenance costs and fees
Fast incorporation procedures and simple on-going administration
Minimum on going compliance requirements
All dividends, interest, royalties, rents and compensations are exempt from income tax
Tax efficiency – exemption from capital gains tax, inheritance tax and death duties
Shares may be denominated in any currency
No issued share capital requirement
No foreign exchange control
No requirements for preparing and submitting company accounts or filing annual returns
Public Records
The names of directors and shareholders do not appear on public record. The only documents that need to be filed at the Companies Registry are the incorporation documents, which include details of the registered office and registered agent. New companies in the British Virgin Islands have to disclose their business activities. A British Virgin Islands IBC company is not required to file accounts with the Registrar of Corporate Affairs.
Company Records and Annual Financial Statements
It is mandatory for a Register of Directors to be kept at the British Virgin Islands registered office. There is no need to file the Register of Directors with the Registrar, and information about the directors will remain confidential to third parties.
Company Secretary
A company secretary is not a requirement under the Act, but a secretary can be appointed to facilitate signing obligations.
Financial Statement
Whilst there is no requirement to file audited accounts with the authorities, a company is required to keep financial records which reflect the financial position of a company.
Share Capital
In the British Virgin Islands the standard authorised share capital is US$50,000 with all of the shares having a par value. This is the maximum share capital allowed for the minimum duty payable upon company incorporation and annually thereafter. The company share capital may be expressed in any currency. Shares may be issued nil or partly paid, however, directors must certify any non-cash consideration by written resolution; the consideration must be certified to represent a reasonable cash value. Classes of Shares Classes of shares permitted in the BVI:
Registered shares
Shares of no par value
Preference shares
Shares with or without voting rights
Shares can be issued with or without a par value and do not need to be fully paid on issue. The minimum issued capital is one share of no par value or one share of par value.
Registered Shares
The Share Register of the Company is maintained by the Registered Agent of the company, and the information must be held in strict confidence. The Agent may disclose this information only in the case of a court order or an inspection of the company documentation by the FSC or other BVI authorities. As a result, ownership of Registered Shares will not result in any information about the shareholder being available to the public.
Taxation
IBC's do not pay income taxes or stamp duties and non-residents of BVI are exempt from income tax payable on interest, dividends, rents and royalties, compensations and other amounts which are paid to the person by the IBC. An International Business Company is exempt from any BVI tax on its worldwide profits.
Restrictions for BVI IBCs on having business affairs with BVI residents or resident companies do not apply in following conditions:
If a company has dealings with lawyers, solicitors, accountants, trust companies, management secretarial companies or investment advisers within the BVI regarding professional issues.
If it holds shares, debt obligations and other securities in other BVI IBC's or local corporations.
If shares, debt or other securities of the company are held or owned by any person resident of the BVI, BVI IBC or any other local corporation.
If a company prepares or maintains books and records within the BVI.
If meetings of company shareholders and directors are held within the BVI There are no restrictions on carrying on business outside of the BVI by IBCs except such activities that require additional licensing such as banking services, insurance and trusts. British Virgin Islands -
British Virgin Islands Business Companies Act 2004
The British Virgin Islands Business Companies Act 2004 is the sole Business Companies Act in the jurisdiction replacing the 1984 International Business Companies (IBC) Act.
To view the original article, please click here
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.
