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Gray & Co.
| |
BVI BC Fact Sheet
legislative source |
public information | private
information | incorporation |
taxes and duties | advantages
& disadvantages
BVI Business Companies Act 2004 and BVI Business Companies
(Amendment) Act, 2006
| Status: |
Corporations are registered at the office of the Registrar of
Companies, as a legal entity.
|
| Available: |
All information contained in the
Memorandum and Articles of Association, which are filed at the
Registrar's Office (as well as any amendments thereto) are
available to the Public. This includes all of the details
indicated below. |
| Name: |
The name must include a word or ending which indicates that it
is a Corporation, such as Ltd., Inc., Corp., S.A. or AG
(Limited, Incorporated, Corporation, Society Anonyme, Sociedad
Anónima, Aktiengesellschaft).
It
may be in any language, but must be in the Latin Alphabet. With
the amendment, the legislation now permits the use of foreign
characters in company names.
However, it is also permitted to include the translation (in any
other script, of the name in another language).
|
| Authorised Capital: |
This is the aggregate of the par value of all shares with par
value that the company is authorised to issue, and the amount
(if applicable) of the shares of no par value. The shares
may be issued in any currency.
Shares may be issued in classes and/or series, with such
designations, powers, preferences and rights, qualifications,
limitations or restrictions as may be established in the M&AA.
Companies are usually incorporated with an
authorised capital 50,000 shares of No Par Value.
|
| Subscribers: |
The Articles of Incorporation should be subscribed to by a
person in British Virgin Islands, and witnessed by another person. This
subscription right to shares may be transferred after
incorporation. |
| Registered Agent: |
The Corporation must have a
Registered Agent, which must be a licensed company in British
Virgin Islands,
authorised to act as such. |
| Registered Office: |
The company may have its office
anywhere in British Virgin Islands. |
| Shareholders: |
After the subscribers have transferred their subscription rights
(or not, as the case may be), the shares of the company are
issued by resolution of the Board of Directors. The shares may
be issued to any person (natural or legal). |
| Bearer or Registered Shares |
It
is no longer possible for a British Virgin Islands IBC to issue bearer
shares, unless the shares are to be held by a
Authorised
Custodian, who has been licensed by the BVI FSC.
Shares should be issued as Registered Shares. |
| Board of Directors |
The names and addresses of the members of the Board of Directors
is not available publicly. It may be registered in the
Register of Directors of the Company, but these are held
privately. |
| Composition of the Board: |
The Board of Directors may be composed of natural or legal
persons. The number of directors shall be fixed by the
Articles, which may be amended to change the number of
directors. |
| Officers: |
The directors, by resolution,
may appoint officers of the company. There is no specific
requirement to appoint officers. |
| Articles |
The Company Articles are
available as a public document, since these are registered along
with the Memorandum of Association. |
| Minutes: |
All minutes from meetings are
privately held by the Shareholders or Directors, and do not need
to be filed at the Registrar's office, unless the Minutes include
some amendment to the M&AA, in which case
an extract of the relevant part of the amendment must be filed.
|
| Records: |
All financial records and other
corporate books are completely private. |
| Time: |
A corporation takes approximately 2-3 days to
establish through the Companies Registrar. |
| Shelf Companies: |
It is possible to establish and hold
shelf
corporations, but the board of directors will be Koru's
nominee directors, rather than directors appointed by the
client. These can be changed through a simple resolution
of the existing Board members. The company shares will
originally have been issued to Koru Nominees, Inc., who will
transfer thee shares to the new owner. This ensures that
the client can receive their company the same day that they
order it. However, full Due Diligence will be requested as
well as payment upon receipt of the order. |
| Tax Registration: |
Tax registration in British
Virgin Islands is
not required.
|
| Seal: |
A Company incorporated in
British Virgin Islands
must have a common seal, and an imprint thereof must be kept at
the registered office of the company. |
| Travel to British Virgin
Islands: |
It is not necessary to travel to
British Virgin Islands in order to establish a British Virgin
Islands IBC. But clients are
required to provide full due diligence as well as fill in an
application form. |
| Capital Duty: |
There is no Capital Duty payable on the
IBC, although annual renewal fees are charged according to the
capital of the company. |
| ARF: |
Every year the Corporation must pay the
Annual Renewal Fees,
according to the incorporation date. |
| Tax Returns: |
British Virgin Islands IBCs are not required to
file annual tax returns, but they are required to meet the
restrictions with respect
to trade and doing business. |
| Beneficial Owners: |
Any person (natural or legal, minor or of legal age) may be a
beneficial owner of a Corporation, even if they are a minor. It
is also possible to issue the shares of the Company to a
Foundation or Trust, or to another corporation. |
| Perpetuity: |
It is possible to establish a Corporation
with no end date, so that it is perpetual. |
| Liability: |
Limited liability - according to the
Authorised and Issued Capital of the corporation. If the
company has only issued $10,000.00 of shares, the liability of
the shareholders is only to have paid in this $10,000.00. The
shareholders are therefore only liable for unpaid capital.
|
| Business Purpose: |
A company incorporated in British Virgin
Islands may have any object or
purpose not prohibited under the IBC Act or under any other law
for the time being in force in British Virgin Islands. |
For more information regarding British Virgin Islands IBCs and our services, please
contact us.
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[ Fact Sheet BVI BC ] [ BVI Private Trust Companies ] [ Bearer Shares Custody ] [ BVI Annual Renewal ] [ BVI Public Holidays ]
Last modified
30-Apr-2009 11:28 -0400
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