Co Formation

British Virgin Islands Offshore Company Formation

Business Company's ('BC's') are companies incorporated in the British Virgin Islands ('BVI') under the International Business Companies Act, 2004 (All companies previously incorporated under the International Business Companies Act, 1984, automatically became subject to the BVIBC Act from 1st January 2007).

 

BVI BC's are a very popular and widely used offshore companies because of their administrative ease, flexibility, taxation exempt status and the fact that they are widely accepted and understood by the international financial community.

 

Advantages Of A BVI Company

  • Mature and sophisticated jurisdiction with well established pool of financial and professional talent
  • Straight forward incorporation
  • Minimum ongoing compliance
  • High level of privacy
  • Tax free if not doing business locally
  • No capital gain tax, gift tax nor inheritance tax

 

A BVI Company Is A Good Vehicle For

  • International Trading
  • Holding
  • Asset and wealth planning
  • Franchising or royalty

 

Three Simple Steps For Incorporating A BVI Company

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Supply Information 

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Sign Documents 

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Receive Documents 

Submit information online or fill the download form.

Our officer will contact you to confirm service,

collect KYC and verify documents. Pay fee.

Prepare incorporation documents and sign registration documents.

Collect incorporation documents.

 

Documents Required For Setting Up A BVI Company

  • Passport or certified copies (if we cannot meet in person) of all the directors/ shareholders/beneficial owners.
  • Residential address proof or certified copies of all the directors/ shareholders/beneficial owners (must be in English or English translation).
  • Our due diligence form.

 

Attractive Cost For BVI Company Formation

 

BVI Company Formation Fee

From US$970

 

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  • Easy to set up 
  • Dedicated client servicing
  • 100% success

   

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British Virgin Islands Company Fact Sheet

 

STATUTORY REQUIREMENTS OF A BRITISH VIRGIN ISLANDS COMPANY

 

Type of Law.  Common Law, based on English Common Law with local modifications and local statutes.

Principal Corporate Legislation.  The Companies Act (Cap. 285), BVI Business Companies Act, 2004 (“The BVIBC Act”). (All companies previously incorporated under the International Business Companies Act, 1984, automatically became subject to the BVIBC Act from 1st January 2007.)

BVI Business Companies (Amendment) Act, 2012. 

 

Restrictions on Trading.  Cannot trade within the British Virgin Islands or own real estate there. Cannot undertake the business of banking, insurance, assurance, reinsurance, fund management, collective investment schemes, trust management, trusteeship, the rendering of investment advice or any other activity that would suggest an association with the banking or insurance industries. Cannot offer its shares for sale to the public.

 

Powers of Company.  A company incorporated in the British Virgin Islands has the same powers as a natural person.

 

Language of Legislation and Corporate Documents.  English.

 

Language of Name.  Latin Alphabet. Any name in a language other than English must be accompanies by a translation to ensure that the name is not restricted. The BVI Business Companies (Amendment) Act, 2012 provides detailed guidance on the use of foreign character names in the naming of the BVI Business Company.

Registered Office Required.  Yes, must be maintained in the British Virgin Islands, and must be maintained at the office of a licensed management company.

 

Name Restrictions.  Any name that is identical or similar to an existing company, or any name that suggests the patronage of the Royal Family or the Government of the British Virgin Islands. The BVI Business Companies (Restricted Company Names) Notice 2013 brings the number of restricted words or phrases.

 

Names Requiring Consent or License.  Bank, building society, savings, loans, insurance, assurance, reinsurance, fund management, investment fund, trust, trustees, Chamber of Commerce, university, municipal or their foreign language equivalents.

 

Suffixes to Denote Limited Liability.  Limited, Corporation, Incorporated, Société Anonyme, Sociedad Anónima or their relevant abbreviations.

 

Disclosure of Beneficial Ownership to Authorities.  No

 

Share Issue.  The normal number of shares issued is 50,000 with all of the shares having a par value, this being the maximum share issue for the minimum duty payable upon incorporation and annually thereafter. The shares may be expressed in any currency. The minimum number of shares issued is one share of no par value or one share of par value.

 

Classes of Shares Permitted.  Registered shares, shares of no par value, preference shares, redeemable shares and shares with or without voting rights.

 

Directors.  The minimum number of directors is one. Directors may be natural persons or bodies corporate. They can be of any nationality and need not be resident. A copy of the Register of Directors must be held at the Registered Office and any changes to the Register must be sent to the Registered Office within 15 days of the change. Failure to do so may result in a fine of US$10,000

 

Company Secretary.  A company secretary is not a requirement under the Act, but a secretary is normally appointed to facilitate signing obligations.  An imprint of the Company Seal must be held at the Registered Office. Failure to do so may result in a fine of US$10,000. If the Minute Books containing records of meetings of members and directors are not held at the Registered Office the address at which these books are held needs to be provided.

 

Shareholders.  The minimum number of shareholders is one.  A copy of the Register of Members must be held at the Registered Office and any changes to the Register must be sent to the Registered Office within 15 days of the change. Failure to do so may result in a fine of US$10,000.

 

Taxation. A Business Company does not pay any tax on its world-wide profits to the British Virgin Islands authorities.

 

Double Taxation Agreements.  The British Virgin Islands has treaties with Japan and Switzerland, although they have limited benefit and are not applicable to offshore business.

 

Financial Statement Requirements.  Whilst there is no requirement to file audited accounts with the authorities, The BVI Mutual Assistance (Tax Matters) (Amendment) Act, 2012 states that it is mandatory for a company to keep reliable accounting records for a minimum of five years from the date of transaction. The records must include sufficient information to explain the company's transactions and determine the financial position of the company with reasonable accuracy.

 

The Registered Agent must maintain a written record of the physical address where the accounting records are maintained for each company.

 

BVI companies that fail to comply with the Act are liable to a fine of US$10,000 as stated in Section 98 (2) of the BVI BC Act, 2004.

 

Economic Substance Requirements (ESRs).  Please refer to Frequently Asked Question.

 

Procedure to Incorporate.  Submission of the Memorandum and Articles of Association and a Certificate from the Registered Agent confirming compliance with the requirements of the ordinance.

 

Whilst every effort has been made to ensure that the details contained herein are correct and up-to-date, it does not constitute legal or other professional advice. We do not accept any responsibility, legal or otherwise, for any error omission.

 

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British Virgin Islands Company Frequently Asked Question

What are the advantages of setting up a company in the BVI ?

If properly structured, a BVI company can legitimately conduct tax-exempt international business.   Its uick and easy to set up a BVI company.

Will I have to travel to BVI to register an offshore company ?

No, you don't have to travel to BVI for setting up a BVI company.

Can I own a BVI company 100% ?

Yes.   A non-resident Seychelles (a foreigner) person can own a BVI company 100%. 

Are there any restrictions on foreign ownership of a BVI company ?

There are no restrictions for a foreigner to own a BVI company.  A BVI company can be 100% foreign owned.

Are they any restrictions on the business activities of BVI company ?

A BVI company can carry out any legal activities.  However, activities such as banking, insurance, investment advice, trust management require a license.

What are the minimum capital requirements for a BVI company ?

There are no minimum capital requirements for a BVI company.

What is the minimum number of directors required for a BVI company ?

Only one director is needed for a BVI company.

Does a BVI company need a resident company secretary ?

You may appoint a company secretary for a BVI company, though it is not a statutory requirement.

What is the minimum number of shareholders required for a BVI company ?

Only one shareholder is required for a BVI company.

Is information about the BVI company available to the public ?

The following documents of a BVI company are available at the Registry of Corporate Affairs for public inspection:

 

1.   Certificate of Incorporation, Memorandum

2.   Articles of Association

3.   Register of Directors 

Is a BVI company subject to an annual audit ?

No.  There is no annual audit required for a BVI company.  However, the company has to keep accounting records at their designated location for 5 years.

What are the Economic Substance Requirements (ESRs) in British Virgin Islands ?

Since 1 January 2019, all BVI companies carrying out 1. banking 2. Insurance 3. fund management 4. Finance/leasing business 5. headquarters functions 6. holding company activities 7. distribution and service centre activity 8. Intellectual property holding 9. Shipping must have an office and active director(s) or staff in the BVI.

 

Since 1 January 2020, all tax-resident BVI companies undertaking the above activities must also submit a financial report to the BVI government detailing 1. turnover and profit generated in the BVI 2. Expenses incurred in the BVI. 

 

Non-tax-resident companies must advise the BVI government jurisdiction of their tax residency by submitting 1. tax registration certificate and 2. confirmation of tax return.

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