British Virgin Islands - Incorporation Checklist

Type of Company	IBC
Disclosure of Beneficial Owner	No
Tax on Offshore Profits	Nil
Corporate Requirements
Minimum Number of Shareholders/Members	One
Minimum Number of Directors/Managers	One
Corporate Directors/Managers Permitted	Yes
Company Secretary Required	No
Standard Authorised Capital	US$50,000
Local Requirements
Registered Office/Agent	Yes
Company Secretary	No
Local Directors	No
Local Meetings	No
Government Register of Directors/Managers	No
Government Register of Shareholders/Members	No
Annual Requirements
Annual Return	No
Submit Accounts	No
Recurring Government Costs
Minimum Annual Tax/Licence Fee	US$300
Annual Return Filing Fee	N/A

Introduction

The British Virgin Islands consist of 60 islands having a total land area of 150 sq km. They lie to the north west of the United States.

Political Structure

The British Virgin Islands is an internally self-governing colony with a ministerial system of Government operating under a Constitution adopted in 1967. The Governor, appointed by the Crown, remains responsible for defence and internal security, external affairs, the civil service, the administration of the courts and finance. He continues to reserve the legislative powers necessary for the exercise of his special responsibility. However, on other matters he is normally bound to act in accordance with the advice of the Executive Council. This consists of the Governor as Chairman; two ex-officio members (the Attorney General and Financial Secretary); the Chief Minister, appointed by the Governor as the elected member who appears best able to command a majority in the Legislative Council; the Deputy Minister; and two other ministers appointed by the Governor on the advice of the Chief Minister.

Elections are held at intervals of not more than five years.

Language

The official and spoken language is English.

Currency

US Dollar

Exchange Control

None

Type of Law

Common Law based on English Common Law with local modifications and local statutes.

Principal Corporate Legislation

The Companies' Act (Cap. 285) and The International Business Companies Act (Cap. 291).

Type of Company for International Trade and Investment

International Business Company.

Restrictions on Trading

Cannot trade within the British Virgin Islands or own real estate there.

Language of Legislation and Corporate Documents

English.

Shelf Companies Available

Yes.

Time to Incorporate

Two days, but allow ten days for receipt of documentation.

Language of name

A British Virgin Islands IBC is typically incorporated using the English language and with an English name.

Registered Office Required

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

Suffixes to Denote Limited Liability

Limited, Corporation, Incorporated, Société Anonyme, Sociedad Anónima or their relevant abbreviations.

Disclosure of Beneficial Ownership to Authorities

No. Disclosure of the beneficial owner(s) is not required; share register may be inspected only by a shareholder. Share Register must be lodged with Registered Agent, with Bearer Shares showing a contact address.

Filing Requirements

Only the Memorandum and Articles are required for public records. The registration and de registration of Registers of Directors, Members, and Mortgages and Charges may optionally be filed

Authorised and Issued Share Capital

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

Taxation

A British Virgin Islands IBC is exempt from...

• Payment of all forms of local taxation
• Payment of stamp duties for transactions in respect of its shares, debt obligations or other securities
• Payment of stamp duties with respect to all instruments relating in any way to its assets or activities.

Double Taxation Agreements

British Virgin Islands is a party to two very old double tax agreements, with Japan and Switzerland, which were applied to the BVI through 'coat-tail provisions' of two UK treaties. (These UK treaties have now been superseded, but the old treaties technically remain in force.) The treaties are essentially never utilised. Because BVI IBC companies are exempt from BVI taxation, the concept of double taxation does not apply.

Legal Protection of Assets

Assets are protected from confiscation or expropriation orders or similar actions by foreign governments.

Legal System

The BVI has an independent legal and judicial system based on English Common Law, with a right of final appeal to the Privy Council in London. Policies and legislation are developed in close consultation with the private sector. Offshore business can be carried out in a tax-free environment.

Financial Statement Requirements

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.

Meetings

No annual meeting is required. Any and all meetings may be held outside of British Virgin Islands and may be by telephone or other electronic means.

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 British Virgin Islands resident.

Company Secretary

A company secretary is not a requirement under the Act, but a secretary can be appointed to facilitate signing obligations.

Shareholders

The minimum number of shareholders is one. Shareholders may be natural persons or bodies corporate and of any nationality.

Capital

No minimum capital is required. Shares may be issued with or without par value and in any currency as permitted by the Memorandum of Association and Articles of Association. A minimum of one share should be issued to maintain limited liability of the Directors.