British Virgin Islands - Company Registration

Company Type	Time to Incorporate	Cost
IBC	2 to 3 Days	£640

Incorporating a British Virgin Islands Business Company

Flexibility of the corporate structure of a BVI Business Company have made the BVI one of the most popular jurisdictions with an excellent reputation.

Naming your Business Company

Company names must be pre-approved for availability and acceptability. One of the following suffixes can be added to the company name to show that this is a limited liability company.

• Limited (Ltd)
• Corporation (Corp)
• Incorporation (Inc)
• Société Anonyme (SA)
• Sociedad Anonima (SA)

Company Records and Annual Financial Statements

It is mandatory for a Register of Directors to be kept at the BVI registered office. There is no need to file the Register of Directors at the Companies' Registrar. Information about the directors will remain confidential to third parties.

Classes of Shares

Various classes of shares are permitted:

• Registered and bearer shares
• Shares of no par value
• Preference shares
• Shares with or without voting rights

A Share Certificate issued to a nominee shareholder is an alternative to bearer shares.

Bearer Shares

Bearer shares provide maximum confidentiality and anonymity to the company's shareholders. Share registers are only available for inspection by the British Virgin Island Court or by other registered shareholders of the Corporation.

Changes have been implemented in the legislation in regard of the purchase and use of the bearer shares. It means that all bearer share certificates are required to be deposited with an Authorised or a Recognised Custodian. An alternative for the shareholders owning bearer shares is appointing a nominee shareholder to hold the share certificates, thus providing you a higher level of confidentiality.

Authorised and Issued Share Capital

BVI IBC share capital may be expressed in any currency, and for other considerations other than cash. The normal authorised share capital is US$50,000, with all shares having par value of $1. Minimum issued capital is one share.

Meetings of Directors and Shareholders

IBC's are not required to hold an Annual General Meeting and are not required to hold directors or shareholders meetings on a regular basis. Board meetings can be held anywhere in the world and they 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 are considered necessary by the company directors 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.

Taxation

IBC's do not pay income taxes or stamp duties and non-residents of BVI are exempt from income tax payable on interest, dividends, rents and royalties, compensations and other amounts which are paid to the person by the IBC.

No corporation tax, wealth tax, or any other tax is applicable to the BVI company. The Income Tax Act exempts BVI companies from income tax.

Taxation of the BVI IBC on profits

An International Business Company is exempt from any tax on its worldwide profits to the British Virgin Islands authorities.

Requirements for doing business with BVI residents

Restrictions for BVI IBC's on having business affairs with BVI residents or resident companies do not apply in following conditions:

• If a company deals with professional issues with lawyers, solicitors, accountants, bookkeepers, trust companies, management secretarial companies or investment advisors within the BVI
• If it holds shares, debt obligations and other securities in other BVI IBC's or local corporations
• If shares, debt or other securities of the company are held or owned by any person resident of the BVI, BVI IBC or any other local corporation
• If a company prepares or maintains books and records within the BVI
• If meetings of company's shareholders and directors when needed are held within the BVI

There are no restrictions on carrying on business outside of the BVI by IBC's except such activities that require additional licensing such as banking services, insurance and trusts.