Along with flexible incorporation procedure and total confidentiality, one of the most attractive corporate features of BVI Business companies is minimum requirements to public filing of any kind of information. The details of company beneficial owners, directors and shareholders are not part of public record.
Documents for Public Record
The only documents publicly available are Memorandum and Articles of Association but these normally do not contain any indication as to the actual shareholders, directors or the beneficial owners of the company.
To be officially incorporated, a company files one original of its Memorandum and Articles of Association with the Company Registrar. These documents can be made in brief or very detailed, depending on the applicable corporations law, on the standards adopted by the particular company agent, and on the particular requirements of the client.
The M & AA of an offshore company are designed mainly to set forth all the general parameters of the company. They are usually signed by the Registered Agent of the company, or it's affiliated entity, or by a person called “Subscriber” or “Incorporator”. The initial Subscriber subscribes for the legally acceptable minimum amount of shares in the company. After company registration, the initial Subscriber may remain registered on public file and act as nominee shareholder, or the amount of shares that he holds can be transferred to a different shareholder, as required by the client.
The function of the Registered Agent is to incorporate the offshore company for the client and sign the formation documents on behalf of the client. This makes unnecessary for the client and actual owner of the company to travel to the particular offshore jurisdiction in order to sign the incorporation paperwork. Actually, in the BVI signing the incorporation documents by the actual owners of the company would not give many benefits, because newly incorporated Business Companies would be accepted by the Registrar only through and from licensed Registered Agents.
The Memorandum and Articles of Association usually contain the following items:
- Description of the form and type of the company,
- The amount of company registered capital,
- Information about Registered Address and Registered Agent,
- The list of company operational objects, or the statement not limiting the company to any particular objects*,
- The amount of company authorised capital, the way how it should be paid up,
- The order of issuing and allocating shares,
- The types of shares the company will have, the rights attributed to each type of shares,
- The order how the directors and officers should be appointed, replaced or dismissed,
- Rights, obligations and responsibilities of directors and officers,
- The way how the shareholder's meetings are called and held and the acceptable quorum for such meetings,
- The way how corporate resolutions shall be adopted,
- Account keeping procedures,
- The procedure of company liquidation.
Whatever procedures and company regulation rules of the other kind will be required, they can be stated in the Memorandum and Articles.
* Since 2005, there is no requirement to specify the operational objects of the BVI Business Company in the Memorandum and Articles of Association. The company may choose to do so and a specific type of a "restricted purpose company" is envisaged by the Business Companies Act.
Documents not for Public Record
The registration of Registers of Directors, Members and Mortgages and Charges is optional. Of course, these files are available for inspection to Company shareholders. At the same time, if company owners wish so, the Register of Directors and/or the Register of Members may be filed with the Company Registrar. This action may be needed in order to achieve complete publicity and certainty as to the actual identities of the Company managers or members, but in any case it remains purely optional. In all the other cases, Register of Members, Register of Directors and all Minutes and Resolutions of the Company are kept only at the offices of the Registered Agent in complete confidentiality.
First Minutes or First Resolutions: The document/set of documents including important official decisions carried out by the Subscriber or by the Registered Agent after the offshore company is incorporated, and forming the internal structure of the company. It is the best document to know all the important particulars of the company. The First Minutes or First Resolutions are usually signed by the Subscriber or by the Registered Agent of the company.
The First Resolutions are not usually filed on public record, but some parts of them can be filed as an option, if the company owners wish them to be filed. For example, in the BVI details of company directors and shareholders may be filed with the Registrar, by decision of the beneficial owners of the company.
The First Resolutions would contain the following items:
- The name, Registered Address and registration number of the new company,
- Establishing the Registered Agent of the company,
- The name of the appointed director of the company,
- The amount of shares issued to the shareholders,
- The names of shareholders.
In some cases the First Resolutions also concern the following:
- appointing a Secretary to the offshore company,
- appointing accountant, auditor, attorney or any other consultant or advisor to the company,
- settling bank account with a particular bank,
- appointing the account signatories to the account,
- appointing someone to act as Agent for the company, etc.
Of course, when the offshore company starts operations, it can make other changes in its structure. Resolutions on such changes may be carried out by the Directors or by the Meeting of Shareholders of the company, depending on the weight of the decision and on how the Memorandum and Articles of Association prescribe carrying out such decisions.