BVI - International Business Companies

Type of company for International trade and investment

IBC's are companies incorporated in the British Virgin Islands under the International Business Corporations Act, 1984 but whose business is to be conducted outside the Territory. An IBC is completely free of all BVI taxes and pays only its initial registration fee and thereafter an annual license fee. This Ordinance provides for the establishment of tax exempted companies with extended privileges and contains strict confidentiality requirements. It provides for companies to move their domicile out of the Territory, to be continued elsewhere. International Business Companies are by far the most popular and widely used type of company.

An IBC is allowed to do the following in the British Virgin Islands:

  • Make or maintain business contact with professional firms such as lawyers, accountants and registered agents.
  • Maintain bank accounts.
  • Maintain its books and records.
  • Hold meetings of its directors or shareholders.
  • Lease real estate for use as an office.
  • Hold shares or securities in another BVI company.

An IBC may engage in any business or activity which is not illegal under the laws of the British Virgin Islands subject to any restrictions on the IBC in its Memorandum of Association.

An IBC may not:

  • Carry on business with persons resident in the British Virgin Islands.
  • Own an interest in real property in the British Virgin Islands.
  • Carry on the business of a bank, trust company, insurance company or a registered agent unless specifically licensed to do so under the appropriate piece of legislation of the Territory.  (Carrying on business as a Mutual Fund will shortly also require specific approval under newly proposed legislation).

Advantages

Some of the more significant features and advantages of an International Business Company are:

  • It requires a minimum of only one founder, one shareholder, and one director (who can all be one person).
  • It need not appoint any operating officers.
  • Its shareholders, directors and officers may be individuals or Corporations and of any nationality.
  • It need not hold shareholder's or director's meetings in the British Virgin Islands.
  • It can hold meetings of directors or shareholders by telephone or other electronic means; alternatively, directors as well as shareholders may vote by proxy.
  • It need not hold an Annual General Meeting.
  • Its shares may be denominated in any currency and in more than one currency.
  • Its shares may be issued with or without par value.
  • Its minimum issued and paid-in capital can be one fully paid share.
  • Its shares may be issued for consideration other than cash.
  • Its shares may be issued in bearer form, transferable by delivery only. Insuring complete confidentiality of ownership and simplifying the transfer of assets between parties.
  • If a governmental authority outside the British Virgin Islands seizes the shares, or any other interest, in the Company in connection with nationalization, expropriation, confiscatory tax, other governmental charge, etc., the Company or a shareholder may apply to the BVI court for an order that the Company disregard the seizure and continue to treat the person from whom the shares were seized as continuing to hold the shares.
  • The Company can buy back or redeem its own shares from shareholders and hold them as treasury shares or cancel them.
  • It is required to keep only such accounts and records as the directors consider necessary or desirable and these may be kept abroad.
  • It is not required to prepare financial statements or to appoint auditors.
  • It is not required to file any return of shareholders, directors or officers, although such registers may be filed at the Companies Registry if so desired.
  • It is not required to maintain registers of directors or officers, although such registers may be maintained at the registered office.
  • Its incorporation documents (Certificate of Incorporation and Memorandum and Articles of Association), which include the location of its registered office in the Territory and the identity of its registered agent, are the only documents required to be filed at the Companies Registry as a matter of public record. These documents do not contain the identity of the ultimate directors or shareholders of the Company. An IBC is not required to disclose any particular information on its letterheads.
  • It can amend its Articles of Association by a director's resolution passed at a board meeting called at three days notice and attended by at least 50% of the directors.
  • It can be incorporated within 24 hours of the receipt of instructions, if necessary. Actual incorporation documents are available from the Companies Registry within a few days thereafter.
  • Its name may end with any of the following words, or their abbreviations: Corporation, Incorporated, Limited, Société Anonyme, or Sociedad Anonima (Corp., Inc., Ltd., S.A.).