BVI Key points
- Time - 2 - 3 days to incorporate your company
- Directors - only one director of any nationality, is necessary for your company
- Shareholders - only one shareholder of any nationality, is required
- Share Capital - there are no minimum share capital requirements
- Accounts - no requirement to file accounts or financial statements
- Tax - an IBC is exempt from tax on income generated outside the BVI
- Company Name - can end in Ltd, Inc, Corp, SA,
- Confidential - the names of the directors and shareholders do not appear on public records
- Support - using our 20 years experience we guide you throughout every step of the company formation process
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.
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 stamped copies of the Memorandum and Articles
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.
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.
- 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.