BVI Offshore Company Overview
Business Company's ('BC's') are companies incorporated
in the British Virgin Islands ('BVI') under the International Business
Companies Act, 1984, but whose business is to be conducted outside
the BVI, and which may not do business with any person resident in
the BVI.
BVI BC's are a very popular and widely used offshore companies because
of their administrative ease, flexibility, taxation exempt status
and the fact that they are widely accepted and understood by the international
financial community. BVI BC's may not own real property in the BVI,
other than the lease of an office, and may not carry on banking or
trust business (unless licensed under the Banks and Trust Companies
Act, 1990) or insurance or re-insurance business (unless licensed
in the BVI to carry on that business). Otherwise, BVI BC's may engage
in any activity that is not illegal under the laws of the BVI subject
to any restrictions in their Memorandum of Association.
The British Virgin Islands 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.
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.
» Key Corporate Features
» BVI General Information
» BVI Company Information
» BVI Compliance
» Information
Downloads
» Statutory
Information Downloads
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Type
of entity: |
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BC |
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Type
of law: |
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Common |
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Shelf
company availability: |
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Yes |
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Our
time to establish a new company: |
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2
days |
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Government fees for a share capital not exceeding
US$50,000
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US$350 |
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Government fees for a share capital exceeding
US$50,001
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US$1,100 |
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Corporate
taxation: |
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Nil |
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Double
taxation treaty access: |
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No |
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Standard
currency: |
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US$ |
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Permitted
currencies: |
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Any |
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Minimum
paid up: |
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US$1 |
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Standard Share capital: |
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US$50
000 |
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Minimum
number: |
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One |
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Local
required: |
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No |
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Corporate Directors Permitted: |
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Yes |
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Publicly
accessible records: |
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No |
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Location
of meetings: |
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Anywhere |
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Minimum
number: |
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One |
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Publicly
accessible records: |
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No |
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Location
of meetings: |
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Anywhere |
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Required: |
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Optional |
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Local
or qualified: |
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No |
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Requirement
to prepare: |
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Yes |
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Audit
requirements: |
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No |
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Requirement
to file accounts: |
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No |
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Publicly
accessible accounts: |
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No |
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Requirement
to file annual return: |
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No |
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Change
in domicile permitted: |
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Yes |
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General Information
The British Virgin Islands is an archipelago of over 40 islands, 16 of which are inhabited. Discovered by Columbus who is said to have been so impressed by their large number that he named them "Las Virgenes" in honour of St. Ursula and her 11,000 attendant virgins they lie to the north west of the United States Virgin Islands. The neighbour with the largest land area is Puerto Rico, 96 km to the west. Except for Anegada, which is a flat reef surrounded island of coral limestone, the Islands are hilly and enoy a subtropical climate. Their greatest tourist attraction is their superb beaches.
» Population
The population is approximately 23,000, the largest and most heavily populated Island is Tortola which has approximately 18,000 inhabitants. 90% of the inhabitants are of African descent, the balance being made up of European, Indian or mixed race.
The capital, Road Town, is on the southern shore near Sir Francis Drake Channel. Tortola is connected by a road bridge to Beef Island and the local airport.
» Political Structure
In 1672, Britain claimed Tortola. Simultaneously, Denmark asserted her sovereignty over St. Thomas and St. John; then in 1773 Denmark purchased St. Croix from France. The Danish Islands were sold to the United States in 1917 for US$ 25 million. Relations between the United States and British Virgin Islands are good.
The British Virgin Islands are a UK overseas territory with self-government in most internal matters. Under the 1977 constitution, HM Queen Elizabeth II is represented by a governor responsible for external affairs, defence, internal security and the public service, with reserved legislative powers as necessary for the exercise of special responsibilities. On all other matters, the executive council has authority.
The executive council consists of the governor, the chief minister, the attorney-general and three other ministers appointed by the governor from the legislative council on the advice of the chief minister. The legislative council has a four year term and consists of a speaker, 13 directly elected members and the attorney-general.
» Infrastructure
and Economy
There is an excellent daily air service between the Islands and the USA. Cruise ships call in weekly to the Islands and there are freight carriers.
The economy, one of the most prosperous in the Caribbean area, is highly dependent on the tourist industry, which generates about 21% of the national income.
In 1984, the Government offered offshore registration to companies wishing to incorporate in the Islands, by 2006 the number incorporated had exceed 750,000, incorporation in the first three quarters of 2006 exceeded 51,000 making the British Virgin Islands the leading offshore jurisdiction. The BVI is the only Caribbean jurisdiction to boast the presence of all five of the largest offshore law firms in the region and the legal profession presence in the territory continues to expand. The Finance Sector and Ship Registration now generate approximately 50% of government revenue.
» Language
The official and spoken language is English.
» Currency
US Dollar.
» Exchange Control
None.
» Type of Law
Common Law, based on English Common Law with local modifications
and local statutes.
» Principal Corporate
Legislation
The Companies Act (Cap. 285) and The BVI Business Companies Act,
2004.
(“The BVIBC Act”). All companies previously incorporated under the International Business Companies Act, 1984, automatically became subject to the BVIBC Act from 1st January 2007.
Company Information
» Procedure to
Incorporate
Submission of the Memorandum and Articles of Association and a Certificate
from the Registered Agent confirming compliance with the requirements
of the ordinance.
» Restrictions
on Trading
Cannot trade within the British Virgin Islands or own real estate there. Cannot undertake the business of banking, insurance, assurance, reinsurance, fund management, collective investment schemes, trust management, trusteeship, the rendering of investment advice or any other activity that would suggest an association with the banking or insurance industries. Cannot offer its shares for sale to the public.
» Powers of Company
A company incorporated in the British Virgin Islands has the same
powers as a natural person.
» Language of
Legislation and Corporate Documents
English.
» Shelf Companies
Available
Yes.
» Time to Incorporate
Two
days.
» Name Restrictions
Any name that is identical or similar to an existing company, or
any name that suggests the patronage of the Royal Family or the
Government of the British Virgin Islands.
» Language of
Name
Latin Alphabet. Any name in a language other than English must be
accompanies by a translation to ensure that the name is not restricted.
» Registered Office Required
Yes, must be maintained in the British Virgin Islands, and must
be maintained at the office of a licensed management company.
» Names Requiring
Consent or Licence
Bank, building society, savings, loans, insurance, assurance, reinsurance,
fund management, investment fund, trust, trustees, Chamber of Commerce,
university, municipal or their foreign language equivalents.
» Suffixes to
Denote Limited Liability
Limited, Corporation, Incorporated, Société Anonyme,
Sociedad Anónima or their relevant abbreviations.
» Disclosure
of Beneficial Ownership to Authorities
No.
Compliance
» Share Capital
The normal share capital is US$ 50,000 with all of the shares having a par value, this being the maximum share capital for the minimum duty payable upon incorporation and annually thereafter. The share capital may be expressed in any currency. The minimum issued capital is one share of no par value or one share of par value.
» Classes of
Shares Permitted
Registered shares, shares of no par value, preference shares, redeemable shares and shares with or without voting rights.
» Taxation
A Business Company does not pay any tax on
its world-wide profits to the British Virgin Islands authorities.
» Double Taxation
Agreements
The British Virgin Islands has treaties with Japan and Switzerland,
although they have limited benefit and are not applicable to offshore
business.
» Licence Fees
- Companies with a share capital up to US$50,000 pay US$350
per year.
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Companies with a share capital more than US$50,001 pay the sum of
US$1,100 per year.
» Financial Statements
Required
Whilst there is no requirement to file audited accounts with the
authorities, a company is required to keep financial records, which
reflect the financial position of a company.
» 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 resident.
» Company Secretary
A company secretary is not a requirement under the Act, but a secretary is normally appointed to facilitate signing obligations
.
» Shareholders
The minimum number of shareholders is one.
Information Downloads
Statutory Information
Downloads
Access to this statutory material is provided by the International
Tax Planning Association. Access to other laws relating to international
tax planning is available to members on the Association's website,
www.itpa.org.
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| BVI Business Companies
Act, 2004 (as amended 2006) |
2358KB |
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| Companies Act (as amended, 2004) |
550KB |
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| Insolvency Act, 2003 (as amended, 2004) |
2909KB |
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| Tax Information Agreement (as amended, 2005) |
113KB |
Disclaimer
Whilst every effort has been made to ensure that the details contained herein are correct and up-to-date, it does not constitute legal or other professional advice. OCRA Worldwide does not accept any responsibility, legal or otherwise, for any errors or omission.
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