BVI - International Business Companies

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

Type of company for International trade and investment

An IBC is not liable to BVI taxes and pays only an annual license fee. This ordinance provides for the establishment of tax exempted companies with extended privileges and contains strict confidentiality requirements. International Business Companies are by far the most popular and widely used type of company.

BVI IBC's can:

Engage in all the activities which, although may take place within the BVI, still do not mean carrying on business in the BVI:

• Make or maintain business contact with professional firms such as lawyers, accountants and registered agents
• Maintain bank accounts. Make or maintain deposits with a person having banking business in the BVI
• Prepare and maintain books and records within the BVI
• Hold meetings of its directors or shareholders
• Lease property to use it as an office from which to communicate with shareholders, or where to prepare and maintain books and records of the company
• Hold shares or securities in another BVI company

An IBC may engage in any business or activity 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 a 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

Fees

Any IBC/BVI Business Company, which has the power to issue bearer shares in the Memorandum and Articles of Association, will have to pay a government incorporation fee and an annual licence fee of $1,100 per year, even if it does not actually issue bearer shares.

IBC Bearer Shares Custodians

To comply with the new bearer shares regime the bearer share certificates should be deposited with a custodian. There are two types of custodians – authorised and recognised. Authorised Custodians must be licensed by the BVI Financial Services Commission.

Requirements for Shareholders

If the bearer shares of BVI IBC are held with the licensed custodian, then the owner of the bearer shares must provide the following information to the custodian:

• Full name of the beneficial owner of the shares
• Declaration that no other person has an interest in the shares, or full names of any persons having an interest in the shares

Alternatives to Bearer Shares

The choice of alternative solutions depends on whether you want to keep bearer shares and just ensure for yourself the higher level of privacy and confidentiality, or you want to avoid the custodian matters and the increase in annual fees by relinquishing the right to issue bearer shares.

In the first case – if you still want to preserve the right to issue bearer shares – following alternatives exist:

• Using a company from another jurisdiction as a holding company that allows bearer shares for your existing BVI Company.
• Using Nominee Service to enjoy a higher level of confidentiality

Registered Shares

The Share Register of the Company is maintained by the Registered Agent of the company, and the information must be held in strict confidence. The Agent may disclose this information only in the case of a court order or an inspection of the company documentation by the FSC or other BVI authorities. Therefore, having Registered Shares does not result in the public availability of the information about the owner of the shares.

Requirements for the Register of Directors

The International Business Companies Act 2004 also introduced another important amendment: the requirement to maintain the Register of Directors at the registered office of the IBC company in BVI. The Register of Directors does not need to be filed at the Registrar of Companies, and details about directors will continue to remain confidential to third parties.

The Register of Directors should contain the name and address of the Directors, date of appointment and details of resignation and removals.