Information on BVI Company Formation

General
Type of entity: BC
Type of law: Common    
Shelf company availability: Yes
Our time to establish a new company: 2-5 days
Government fees for a company authorized to issue no more than 50,000 shares: US$350
 Corporate taxation: Nil
Double taxation treaty access: No
Language of Legislation and Corporate Documents: English
 
 
Information
BVI Business Companies (BVI BCs) are companies incorporated in the British Virgin Islands (‘BVI’) under the BVI Business Companies Act, 2004 (the “Act”) BVI BCs are very popular and widely used corporate vehicles because of their administrative ease, flexibility, taxation exempt status and the fact that they are widely accepted and understood by the international financial community. Subject to the Act, any restrictions in their Memorandum and Articles of Association and any other British Virgin Islands legislation, BVI BCs have, irrespective of corporate benefit, full capacity to carry on or undertake any business or activity, do any act or enter into any transaction.
 
The BVIs are a small group of islands in the Caribbean Sea located 60 miles east of Puerto Rico. The BVI has excellent airline connections with Puerto Rico’s capital of San Juan, which is a major hub for American Airlines. The BVI financial services industry enjoys the advantages of having responsibility for its internal self-government, while maintaining the political and economic stability associated with being a British Overseas Territory.
 
 
Legal System of BVIs
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.
 
 
Share capital or equivalent US$
Standard currency: $
Permitted Currencies: Any
Minimum paid up: US$1
Standard Authorised Share
 
 
Shareholders
Minimum number: One
Publish accessible records:  No
Location of meetings: Anywhere     
 
Types of Company
A company may be incorporated as a company that is: limited by shares, limited by guarantee and not authorised to issue shares, limited by guarantee and authorised to issue shares, an unlimited company not authorised to issue shares or an unlimited company authorised to issue shares.  A company limited by shares may be incorporated or registered as a restricted purposes company or, with the written approval of the regulator, as a segregated portfolio company.
 
 
Types of Shares 
Shares may be issued as registered shares or bearer shares and with or without par value.  Shares may be redeemable; confer no rights or preferential rights to distributions; confer special, limited or conditional rights, including voting rights; confer no voting rights; participate only in certain assets of the company; and where issued in or converted to one class or series, be convertible to another class or series in the manner specified in the memorandum and articles of association.
 
 
Directors
Minimum number: One
Local required: No
Corporate Directors Permitted: Yes
Publicly accessible records: No
Location of meetings: Anywhere    
 
 
Company Secretary
Required: Optional        
Local or qualified: No
 
 
Registered Office Required: Yes, must be a physical address in the British Virgin Islands.
 
 
Registered Agent Required: Yes, must be maintained in the British Virgin Islands and must be a licensed company management or trust company.
 
 
Accounts
Requirement to prepare: Yes, financial records sufficient to show and explain the company’s transactions that will, at any time, enable the financial position of the company to be determined with reasonable accuracy.               
Audit requirements: No
Requirement to file accounts: No
Publicly accessible accounts: No
Publicly accessible accounts: No
 
 
Other
Requirement to file annual return: No
Change in domicile permitted: Yes
Other records to be maintained: minutes of meetings and resolutions of members and directors.
 
 
Company formation procedure
The process of incorporating a BVI BC is straight forward. First of all the client should decide what the name of the company will be.  Any name that is identical or similar to an existing company, that contains a restricted word, phrase or abbreviation (unless the regulator’s prior written consent is obtained) or that, in the opinion of the Registrar, is offensive, objectionable or contrary to public policy or public interest, will not be accepted.  Any name in a language other than English must be accompanied by a certified translation.  The name of a limited BVI BC must bear any of these words at the end thereof: Limited, Ltd., Corporation, Corp., Incorporated, Inc., Societe Anonyme, S.A., Sociedad Anonima.
 
Then the Memorandum and Articles of Association of the company must be submitted along with a document from the Registered Agent its consent to act as registered agent. 
 
 
Powers of Company
A company incorporated in the British Virgin Islands has the same powers as a natural person.
 
 
Disclosure of Beneficial Ownership to Authorities: No
 
 
Corporate taxation
Basis – There is a zero-rate income tax regime for all BVI domiciled corporate entities. 
Taxable income – No
Taxation of dividends – No
Capital gains – No
Losses – No
Rate – No
Surtax – No
Alternative minimum tax – No
Foreign tax credit – No
Participation exemption – No
Holding company regime – No
Incentives – No
 
 
Withholding tax
Dividends – No
Interest – No, but the BVI has implemented the EU savings tax directive, i.e. agents making interest payments to residents of an EU member state will automatically exchange information with the relevant member state’s tax authorities with respect to the identity of the beneficial owner and the payment. 
Royalties – No
Technical service fees – No
Branch remittance tax – No
Other – No
 
For more information on BVI companies, please contact us at info@multilysis.com.
 
Office Address: 5 Amathountos street,
Pirilides Building, 4th-5th Floor,
3105 Limassol-Cyprus 51252, 3503