British Virgin Islands - Company Incorporation

Company Type	Time to Incorporate	Cost
IBC	2 - 3 days	£650

British Virgin Islands Business Companies Act 2004

The British Virgin Islands Business Companies Act 2004 is the sole Business Companies Act in the jurisdiction replacing the 1984 International Business Companies (IBC) Act. An IBC company must maintain financial records sufficient to explain the company's financial transactions. The company must maintain copies of the following at the Registered Agent's office:

• Register of shareholders
• Impression of the company seal
• Register of Directors
• Register of Charges, Mortgages and other Encumbrances
• Financial records sufficient to explain the company's financial transactions
• Directors are required to disclose any interest in any transaction with the Company

Memorandum and Articles

Every company must have a memorandum and articles of association that complies with the Act. The memorandum and articles are the equivalent of a company’s constitution. The matters covered by the memorandum and articles include the company’s internal governance procedures and the relationship between its members.

The Memorandum and Articles of Association can state that share certificates need not be issued. Share certificates can be signed by only one director if desired and bearer shares must be deposited with a Authorised Custodian.

Applying to the Registrar

We will file a completed application form at the Registry together with:

• The memorandum and articles of association and
• Consent to act as registered agent

When the Registry is satisfied it will:

• Register the documents
• Allot a company number
• Issue a certificate of incorporation
• Return the copies of the memorandum and articles stamped with the Registry seal

Meetings of Directors and Shareholders

There is no statutory requirement for IBC companies in the BVI to hold annual general meetings. Company board meetings can be held anywhere in the world, and can be conducted by electronic means.

Reporting Requirements

There are no strict reporting requirements in BVI and an IBC does not need to prepare financial statements or company accounts. The company should maintain only those accounts or records which the company directors consider to be necessary for their own use; and these can be kept anywhere in the world. There is no need to file annual returns for an IBC.

There is a requirement to maintain the Register of Directors and the Register of Shareholders at the Registered Office of the company.

Incorporation Requirements

• There should be at least one person who will be the company director and shareholder
• There needs to be a local registered agent in the BVI
• There should also be registered office address in BVI

Registered address and local registered agent can be provided by us. The only documents that we submit to the Registry are the Company's Certificate of Incorporation, Articles and Memorandum of Association. These documents do not contain names of directors or shareholders or other personal information.