The BVI Offshore Company
Understanding the Jurisdiction
The British Virgin Islands (“BVI”) are a group of 40 islands and islets located in the Caribbean 60 sea miles east of the Island of Puerto Rico and easily accessible by airplane. The area is 153 square kilometers with the best-known islands being Tortola, Virgin Gorda, Anegada and Jost Van Dyke. Tortola, or “land of turtle doves,” is the largest of the BVI island group, is host to the capital, Road Town, and is composed of large rolling hills and beaches, rising 1,780 feet at Mount Sage.
The BVI is a British Crown Colony with its corporate law based on the English common law and has an excellent reputation of political stability. The Islands are self-governing, with a Governor who chairs the Executive Council. There is also a Legislative Council and a judicial system that is under the direction of the Eastern Caribbean Supreme Court with final appeal to the Privy Council in London, England.
There are no exchange controls in the BVI and corporations may transfer funds with complete freedom. Transactions may be carried out in any currency desired. The main currency is the U.S. Dollar.
Corporate Requirements
Name: BC names must contain the words Corporation, Incorporated, Sociedad Anónima, Societé Anonyme, Limited, or their abbreviations. Chinese names together with their English translation can be registered in the BVI. Numbers are permitted as part of the company name together with foreign characters.
The name must not include words such as bank, insurance, assurance, reinsurance, trust, trustee, cooperative, royal, imperial, municipal, chartered, building, society, chamber of commerce, securities, fund, or their derivatives, except with the written approval of the Registrar and the obtainment of a license, where required. A company name can be verified by direct computer link with the Registry and confirmed within one hour of being requested. The incorporation will usually take two (2) to three (3) working days.
Incorporator: All companies must apply to the Registry for incorporation by filing a memorandum and articles of association signed by the proposed registered agent, as incorporator.
Number and Classes of Shares: The “authorized capital” and “share capital” concept no longer exist under the BVI BC Act. The BVI BC Act specifies the requirement for the memorandum to state the maximum number of shares that the company is authorize to issue. BVI BC’s are not required to specify the par value of its shares or currency however, clients may request this option.
All companies must state the classes of shares it is authorized to issue, and, if the company is authorized to issue two or more classes of shares, the rights, privileges, restrictions and conditions assigned to each share.
Shareholders: A minimum of one shareholder is required.
Corporate or natural shareholders are permitted. No details of the shareholders appear on the public file but a register of shareholder must be kept at the registered office address of the BVI Company.
Directors / Officers: A company shall have one or more directors and the number of directors may be fixed by the articles of the company.
Where a company has a sole member acting as the sole director, that person can appoint a Reserve Director who will become the director of the company upon the death of the sole director. The Reserve Director must consent in writing to act as director.
Continuation: The BVI BC Act establishes that a company that desires to continue under the jurisdiction of the BVI will have to file satisfactory evidence that the law of the foreign country permit the migration of the company.
Taxation and fees
BC’s are exempt from all taxation on capital gains, corporate earnings, personal income, sales, inheritance or dividends, except for an annual license fee.
If you have any questions,
please feel free to contact
me at mario@gdeplaw.com.
