Powers of company

A Company incorporated in British Virgin Islands has the same powers as a natural person.

Language of legislation and corporate documents

English.

Name restrictions

Any name that has already been incorporated, or is so similar as to cause confusion. Any name which in the opinion of the Registrar is considered undesirable, obscene or offensive. Any name which suggests the patronage of royalty or of the British Virgin Islands Government.

Language of name

A British Virgin Islands IBC is typically incorporated using the English language and with an English name. Provision exists for a translation of the name to be included in the Memorandum and Articles of Association.

Registered office required

Yes, must be maintained in British Virgin Islands. Typically maintained at the offices of the Registered Agent of the Company.

Names requiring consent or licence

Any name which suggests an association with the banking, trust company, insurance, mutual fund, assurance or reinsurance industry. Any name which suggests the patronage of royalty or of the British Virgin Islands government.

Suffixes to denote limited liability

Limited, Corporation, Incorporation, Societe Anonyme, Sociedad Anonima, or the relevant abbreviations (Ltd., Corp., Inc., S.A.)

Authorised share capital

The normal authorised share capital is US$ 50,000 divided into shares with or without par value. The share capital may be expressed in any currency. The minimum issued capital may be one share of no par value or one share of par value. Essentially any share capital is permitted, but additional government fees apply for the use of No Par Value Shares ($50) and authorised capital over $50,000 or equivalent ($700).

Classes of shares permitted

Registered shares, bearer shares, shares of no par value, preference shares, redeemable shares and shares with or without voting rights. Nominee shareholders are permitted

Bearer shares permitted

Yes.

Disclosure of beneficial ownership to authorities

No. Disclosure of the beneficial owner(s) is not required; share register may be inspected only by a shareholder. Share Register must be lodged with Registered Agent, with Bearer Shares showing a contact address.

Filing requirements

Only the Memorandum and Articles are required for public records. The registration and deregistration of Registers of Directors, Members, and Mortgages and Charges may optionally be filed.

Taxation

A British Virgin Islands IBC is exempt from...

  • the payment of all forms of local taxation;
  • the payment of stamp duties for transactions in respect of its shares, debt obligations or other securities;
  • the payment of stamp duties with respect to all instruments relating in any way to its assets or activities.
Double taxation agreements

British Virgin Islands is a party to two very old double tax agreements, with Japan and Switzerland, which were applied to the BVI through 'coat-tail provisions' of two UK treaties. (These UK treaties have now been superseded, but the old treaties technically remain in force.) The treaties are essentially never utilised. Because BVI IBC companies are exempt from BVI taxation, the concept of double taxation does not apply.

Legal protection of assets

Assets are protected from confiscation or expropriation orders or similar actions by foreign governments.

Legal system

The BVI has an independent legal and judicial system based on English Common Law, with a right of final appeal to the Privy Council in London. Policies and legislation are developed in close consultation with the private sector. Offshore business can be carried out in a tax-free environment.

Financial statement requirements

The company is required only to keep whatever financial records the Directors feel are appropriate to show the financial position of the company. No filing of annual returns is required.

Meetings

No annual meeting is required. Any and all meetings may be held outside of British Virgin Islands and may be by telephone or other electronic means.

Directors

The minimum number of directors is one. Directors may be natural persons or bodies corporate. They can be of any nationality and need not be British Virgin Islands resident.

Company secretary

A company secretary is not a requirement under the Act, but a secretary can be appointed to facilitate signing obligations.

Shareholders

The minimum number of shareholders is one. Shareholders may be natural persons or bodies corporate and of any nationality.

Capital

No minimum capital is required. Shares may be issued with or without par value and in any currency as permitted by the Memorandum of Association and Articles of Association. A minimum of one share should be issued to maintain limited liability of the Directors.

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