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BVI Business Companies

The incorporation and operation of offshore companies is governed by the BVI Business Companies Act 2004, which is a modern piece of legislation that contains some of the most attractive features of other tax-haven jurisdictions. The Act aimed to represent a further development in the already outstanding BVI offshore corporate legislation. The new law successfully addressed the challenges faced by the offshore financial industry in the 21st century, in particular the pressures against 'illegal discrimination' between domestic and offshore companies. Thus the BVI Business Companies Act removed any former distinction between a local company (operating in the domestic market) and an offshore company (restricted only to international business).

The BVI Business Companies Act was amended in 2012, and the amendments included 85 new and amended provisions which clarified certain issues within the Act, and codified some existing practices. All the changes were beneficial to the BVI regime and were aimed to increase its attractivness as one of the leading offshore jurisdictions worldwide. The differences between the BVI Business Companies (“BVI BC’s”) and the International Business Companies (“IBC’s”) can be found by looking at our comparison chart.

The BVI Business Companies Act was last amended in 2015, and the amendments set forth, inter alia, Registration of Register of Directors and particulars of director. Offshore industry specialists argue as to the carefullness of such amendments, noting that such drastic changes may scare away existing and potential clients. Nevertheless, BVI remains to be one of the most popular offshore jurisdictions worldwide. Sections 27 and 28 of the BVI Business Companies (Amendment) Act, 2015 will come into force on 1 April, 2016. The sections include provisions on the Registration of Register of Directors and particulars of director to be registered. The date on which provisions take effect relate to both new and existing BVI business companies. All other sections of the Amendment Act became effective on 15 January, 2016.

Currently there are more than 480,000 BVI Companies registered in BVI.

Under the 2004 Business Companies Act, several different types of companies can be incorporated including:

  • Companies limited by shares. Likely to remain the most popular form of BVI company
  • Companies limited by guarantee not authorised to issue shares
  • Companies limited by guarantee authorised to issue shares
  • Unlimited companies authorised to issue shares
  • Unlimited companies not authorised to issue shares

Key Features

General
Type of entity: BC
Type of law: English Common Law, with a right of final appeal to the Privy Council in London
Shelf company availability: Yes
Our time to establish a new company: 5-6 days
Government fees for a share capital not exceeding US$50,000 : US$350
Government fees for a share capital exceeding US$50,001 : US$1,100
Corporate taxation: Nil
Double taxation treaty access: Switzerland, Japan, although they have limited benefit and are not applicable to offshore business.
Bearer Shares Yes (but to be held by a custodian only)
Share capital or equivalent
Standard currency: US$
Permitted currencies: Any
Minimum paid up: No specific requirements
Authorized capital Not required as concept
Most effective number of shares
(maximum amount at minimum state fee)
50,000 shares (with or without par value)
Directors
Minimum number: 1
Local required: No
Corporate Directors Permitted: Yes
Register of Directors To be filed to the Registrar
Publicly accessible records: No, but may choose to do so
Location of meetings: Anywhere
Shareholders
Minimum number: One
Register of Members To be kept by the Registered Agent
Publicly accessible records: No
Location of meetings: Anywhere
Company Secretary
Required: Optional
Local or qualified: No
Accounts
Requirement to prepare: Yes
Audit requirements: No
Requirement to file accounts: No
Publicly accessible accounts: No

 

Step 1 – Approve the name

Name reservation if fairly quick process. Approval is given almost immediately.

In 2012 The BVI Business Companies Act was amended with detailed description of company name’s requirements, that are stated, inter alia, in BVI Business Companies Regulations, 2012.

Restrictions

No BVI BC shall be registered, whether on incorporation, continuation, merger or consolidation under a name:

  • that is identical to the name under which a BVI BC is or has been registered under the BVI BC Act or a former Act , or is so similar to the name under which a BVI BC is or has been registered under the BC Act or a former Act, or whose use would, in the opinion of the Registrar, be likely to confuse or mislead
  • that contains a restricted word or phrase, unless the Commission has given its prior written consent to the use of the word or phrase; or that, in the opinion of the Registrar, is offensive or, for any other reason, objectionable. The list of restricted words is stated in BVI Business Companies (Restricted Company Names) Notice, 2013 and BVI Business Companies (Restricted Company Names) (Amendment) Notice, 2015.

Mandatory words

The name of a limited company, shall end with the word “Limited”, “Corporation” or “Incorporated”; the words “Societe Anonyme” or “Sociedad Anonima”; the abbreviation “Ltd”, “Corp”, “Inc” or “S.A.”; or such other word or words, or abbreviations thereof, as may be specified in any Regulations adopted by the BVI Government.

The name of an unlimited company shall end with the word “Unlimited” or the abbreviation “Unltd”.

The name of a restricted purposes company shall end with the phrase “(SPV) Limited” or the phrase “(SPV) Ltd”.

The name of a segregated portfolio company shall include the designation “Segregated Portfolio Company” or “SPC” placed immediately before one of the endings specified above, or a permitted abbreviation thereof. The name of a segregated portfolio company that is a restricted purposes company shall include the designation “(SPV)” immediately before or immediately after the designation specified above.

Where the abbreviation “Ltd”, “Corp” or “Inc” is used, a full stop may be inserted at the end of the abbreviation.

Language of the name

Names may be expressed in any language using the Latin alphabet. If the name of a company has a meaning in a language other than English, the application to register the company under that name shall be accompanied by a certified translation of the name.

A company may apply to register an additional foreign character name. An application to the Registrar for the approval and registration of a foreign character name may be made together with the application to incorporate or continue the company or at any time thereafter. The application shall be accompanied by a certified statement of a competent translator, confirming whether or not the foreign character name is a translation of, or has a meaning equivalent to, the name or proposed name of the company and specifying the meaning of the foreign character name.

Step 2 – State corporate features of your future company

You can either fill in the instruction form or simply send us the details:

The Authorised Capital

There is no concept of authorised capital or authorised share capital in the BVI BC.

In case a BVI BC is authorised to issue bearer shares, the BVI BC shall be subject to the appointment of a Custodian for its bearer shares. Most effective number of shares (maximum amount at minimum state fee) is 50,000 shares.

If a BVI BC is limited by a guarantee, the M&AA shall state the amount which each guaranteed member of the BVI BC is liable to contribute to the BVI BC’s assets in the event a voluntary or an Insolvency Act liquidator is appointed whilst he is a member.

Special Clauses

Unless there is a particular reason for requesting that an additional or special clause be included or a particular clause deleted, or that any other amendment be made, it is suggested that our existing standard Memorandum of Association and Articles of Association be used.

Under the new BVI BC Act there is no requirement to specify the purposes of the BVI BC in the M&AA

Directors

Provide us with Directors details. The minimum number of directors is one, who may be a natural person or a body corporate. They may be of any nationality and need not be resident in the BVI. The directors’ names will never appear on any public document, unless the company chooses to do so. In order to increase the confidentiality you may opt for Apollo nominee director’s services.

Shareholders

Provide us with Shareholders details. The minimum number of shareholders is one, who may be a natural person or a corporate body. They may be of any nationality and need not be resident in the BVI. The shareholders’ names will never appear on any public document. This information will remain confidential. In order to increase the confidentiality you may opt for Apollo nominee shareholder’s services.

Once the details of your future company are received we send you an invoice with our banking coordinates, for settlement of our fees by Swift wire bank transfer, or by Credit Card.

Step 3 – We register your company with the features of your choice

Submission of the Memorandum and Articles of Association and a Certificate from the Registered Agent confirming compliance with the requirements of the ordinance is required to start the process of incorporation.

A new incorporated company will take approximately 3/4 days; Time to Notarise and Apostil all documents, aproximatly 4/5days; Delivery by DHL 2-3 days.

  • The documents which will be included in corporate set are:
  • Certificate of Incorporation
  • Memorandum of Association
  • Articles of Association
  • Resolution appointing first director
  • Share certificates
  • Register of Director
  • Register of Shareholder
  • Resolution of Directors to the effect of allotment of shares

Once the documents are ready the order is dispatched to you immediately by any courier service.

Formation costs (1st year)

Incorporation Fee

$950

Deposit for filing Termination of Director

[to be agreed]

TOTAL (1st year)

[to be agreed]

 

Annual costs

Annual Fee

$850

TOTAL per annum from 2nd year

$850

 

Others

1.Apostille

$200

2.Power of attorney (APOLLO provides the nominee)

$100

3.Notarial Attestation with Collation under Apostille

$250

4.Tax Certificate

$220

5.Nominee director(including apostilled General Power of Attorney)

$350

6.Nominee shareholder

$350

7.Issuing of share certificate

$10

8.DHL courier dispatch service

$100

9.Preparation of minutes of meetings or resolutions (per page)

$25

10.Certificate of good standing

$225

11.Certificate of Incumbency

$225

12.Changing Company Name

$300

13.Filing of Register of Directors

[to be agreed]

 

* Please note that prices are reduced and are negotiable for professional clients seeking volume purchasing. Contact the Seychelles head office for further details.

BVI business FAQ

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  • What are Shelf or Ready-made companies, and how are they different from the regular IBC’s?
    Apart from incorporating, we are also providing a service of selling shelf companies. These are already incorporated companies, available both in our Seychelles office and in our Moscow office. Meeting the needs of our clients is the primary concern for us; therefore we have ready-made companies with different sets of documents, with or without nominal services, tax-letters, etc. Ready made companies do not have incorporation time as they are already in existence, furthermore shelf companies available in Moscow office for example have a greatly reduced courier time if you’re purchasing from within the country. The price for these companies is higher because the courier dispatch has already been paid to deliver the companies either to our Seychelles or Moscow offices.
  • Is the financial reporting necessary?

    There is no obligation BVI Business Companies does not have an obligation to prepare of file financial accounts. However, records must be kept that are sufficient to show and explain the Company's transactions; and will, at any time, enable the financial position of the Company to be determined with reasonable accuracy. Such records do not have to be kept in the British Virgin Islands and the location for keeping such records can be freely determined by the owners of the Company, and there is no requirement whatsoever to file or otherwise make public any commercial or financial records of the Company.

  • What is the standard for the authorized share capital in the BVI?

    There is no specific minimum capital requirement. The standard authorized share capital is US$ 50,000. The minimum issued capital may be one share of no par value or one share of par value. Registered shares, bearer shares, shares of no par value, preference shares, redeemable shares and shares with or without voting rights permitted. Companies with an authorized capital up to US$ 50,000 pay US$ 350 annual license fee to the government. Additional annual fees would be payable for companies having a higher share capital.

  • What can you tell me about BVI BC Shares?

    The accepted type of shares in BVI is the registered shares, since the BVI legislators are moving towards eliminating bearer shares from the legislation. The Registered Shares and Bearer shares are allowed in BVI, however the BVI Companies Act, 2004 impose a requirement for immobilization of bearer shares with the approved Custodian. The Custodian shall be approved by the FSC. The Registration of BVI BC which allows the issuance of bearer shares also is higher then with the registered ones and costs 1000USD payable to the Governement. The information about the shareholders is safely and confidentially kept at your companiy’s registered office.

    In case you want to keep the highest confidentiality level possible, you can use our service of a nominee shareholder to our clients, which we provide with a Declaration of Trust in favour of the beneficial owner as well as an open-dated Share Transfer signed by the nominee.
  • Are there any name restrictions for the BVI BC?

    A BVI Business Company may not be registered under a name that is identical to the name of an existing BVI company, or is so similar to the name of an existing BVI Company, that, in the opinion of the Registrar, such name would be likely to confuse or mislead. As the BVI Registrar of Companies has a name-reservation system, a reserved name would also be considered as an already existing name.

    Without obtaining a prior written consent of the Financial Services Commission, a BVI Business Company may not be registered under a name that contains a "restricted" word or phrase (according to a published list of such restrictions) - such as the words "Assurance", "Bank", "Building Society", "Chamber of Commerce", "Chartered", "Cooperative", "Imperial", "Municipal", "Royal", "Trust" or any word conveying a similar meaning, as well as any name suggesting the patronage of the British Royalty, British, BVI or any other government or its department.

    The Registrar may also refuse the registration of any particular name if, in the opinion of the Registrar, such name is offensive or, for any other reason, objectionable.
Full FAQ