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Comparative Chart

Here we analyse the details of changes in BVI corporate legislation implemented in 2012:

 

Corporate Features

 

IBC’s

BVI BC’s

Incorporation time

5-6 days

5-6 days

Shelf companies available

Yes

Yes

Re-domiciliation 

Yes

Yes

Acceptance of Foreign Character Names

No

Yes (With approval of the Registrar of Corporate Affairs)

Company Name using Number

No

Yes

Objects Statement in the M&AA

Mandatory

Not required.

Shareholders / Minimum number

1

1

     

Share Capital

 

 

Authorised share capital

Mandatory

Voided

Minimum authorised

No minimum

No minimum

Bearer shares

No

Yes (Subject to Custodian  Services)

Redeemable Shares

Yes

Yes

Directors:

   

Minimum number

1

1

 Allowed Corporate Directors

Yes

Yes

 Allowed Reserve Director

No

Yes, in case of Sole Director

Officers

 

 

Required

No

No

Allowed Corporate Officers

Yes

Yes

Residency requirements

 

 

Directors

No

No

Officers

No

No

Shareholders

No

No

Registered Office

Yes

Yes

Registered Agent

Yes

Yes

Annual meeting requirements

 

 

Required

No

No

Place restrictions

No

No

 

Annual Government Fees

Companies authorised to issue Registered Shares only

 US $100 irrespective to Share Capital 

US$350 for Company with up to 50,000 shares, with or without par value.

US$350 for Company limited by a guarantee or an unlimited company without shares.

US$1100 for Company with more than 50,000 shares, with or without par value.

US$5000 for a Restricted Purposes Company.

 

Companies authorised to issue Registered Shares and Bearer Shares

 Bearer shares  prohibited 

US$800.00 if the BC is authorised to issue no more than 50,000 shares and all its bearer shares are held by a Recognised Custodian, the registered office and head office of which is situated in the BVI.

US$1,100.00 if the BC is authorised to issue no more than 50,000 shares and all or some of its bearer shares are held by a Custodian other than a recognised custodian situated in the BVI.

US$1,250.00 if the BC is authorised to issue more than 50,000 shares and all its bearer shares are held by a Recognised Custodian, the registered office and head office of which is situated in the BVI.

US$1,350.00 if the BC is authorised to issue more than 50,000 shares and all or some of its bearer shares are held by a Custodian other than a recognised custodian situated in the BVI.

 

Continuation of a company to the BVI

IBC’s

BVI BC

General

A company holding a special licence under the Companies (Special Licences) Act 2003 or a company incorporated under the written laws of a jurisdiction outside Seychelles may, if it will satisfy the requirements prescribed for an International Business Company, continue as a company incorporated under the IBC Act. A foreign company may continue as a BVI BC if the laws of the jurisdiction in which it is registered permit it to continue in another jurisdiction, subject to BVI limitations.
  • Name of the Company and the name under which it is being continued.
  • Date and jurisdiction under which the company is incorporated.
  • Certified copy of the company’s M&AA or its equivalent, together with its amendments (if any), issued by the Registrar of Companies of the country of origin.
  • Articles of Continuation.  The IBC Act specifies the information that must be reflected in this document.
  • Minutes reflecting approval of Articles of Continuation.  The Articles of Continuation must be approved by the persons charged with exercising the powers of the company (director(s), shareholder(s), etc.).
  • Certificate of Good Standing issued by the Registrar of Companies in the country of origin.
  • The information required to be included in a Memorandum in compliance with the incorporation formalities of the IBC Act
  • Name of the Company at the application date and the proposed name for its continuation.
  • The date and jurisdiction under which the company was incorporated, registered or formed.
  • Certified copy of its Certificate of Incorporation or such other document evidencing its incorporation, registration or formation.
  • M&AA complying with the BVI BC Act in regards to the information and formalities as if it were a new company.
  • Resolution of Directors (or other person who are charged with exercising the powers of the company) approving the transfer or approval of the transfer in any other manner set forth in the company’s constitutional documents.
  • Evidence satisfactory to the Registrar stating that the company is not disqualified from continuing in the BVI.

Note: A foreign company may not continue as a company incorporated under the BVI BC Act if it is in liquidation or insolvency proceedings; if a receiver or manager has been appointed in relation to any of its assets; if it has entered into an arrangement with its creditors, that it has not concluded; or if an application for its liquidation is being processed by a Court outside the foreign company’s jurisdiction.

Effects of Continuation

  • The company continues to be an existing company and is capable of exercising all corporate powers under the IBC Act.
  • The company continues as an IBC under the name designated in the Articles of Continuation.
  • The company's M&AA (or their equivalent) as amended by the Articles of Continuation are the M&AA of the company.
  • Property of every description, including choses in action and the business of the company, continue to be vested in the company.
  • The company continues to be liable for all its claims, debts, liabilities, and obligations.
  • All shares in the company that were outstanding prior to the issue by the Registrar of the Certificate of Continuation in respect of the company, shall be deemed to have been issued in accordance with the BVI BC Act.  In case there are shares  that at the time of the issue of the certificate of continuation were not fully paid, such shares remain unpaid, and until the shares are paid up, the member holding the shares remains liable for the amount unpaid on the shares.

 

  • The BVI BC Act applies to the company as if it had been incorporated under the BVI BC Act after the commencement date.
  • The company is capable of exercising all the powers of a company incorporated under the BVI BC Act.
  • The company is no longer to be treated as a company incorporated under the laws of a jurisdiction outside the BVI.)
  • The M&AA filed at the Registrar become the M&AA of the company.
  • The continuation of a foreign company under the BVI BC Act does not affect the continuity of the company as a legal entity nor the assets, rights, obligations or liabilities of the company.
  • All shares of the company that were outstanding prior to the issue by the Registrar of a certificate of continuation shall be deemed to have been issued in conformity with the BVI BC Act.

Tax Exemptions

IBC’s

BVI BC

  • All dividends, interest, rents, royalties, compensations and other amounts paid by an IBC to persons who are not persons resident in the BVI; and capital gains realised with respect to any shares, debt obligations or other securities of an IBC by persons who are not persons resident in the BVI are exempt from all provisions of the Income Tax Act.
  • No estate, inheritance, succession or gift tax, rate, duty, levy or other charges is payable by persons who are not persons resident in the BVI with respect to any shares, debt obligations or other securities of an IBC.
  • All instruments relating to transfers of property to or by an IBC; all instruments (or transactions themselves) relating to transactions in respect of the shares, debt obligations or other securities of an IBC; and all instruments (or transactions themselves) relating to other transactions in connection with to the business of an IBC; are exempt from the payment of stamp duty.
  • All dividends, interest, rents, royalties, compensations and other amounts paid by a BVI BC; and capital gains realised with respect to any shares, debt obligations or other securities of a BVI BC, are exempt from all provisions of the Income Tax Ordinance.
  • No estate, inheritance, succession or gift tax is payable with respect to any shares, debt obligations or other securities of a BVI BC.
  • All instruments relating to transfers of any type of property of assets to or by a BVI BC; all instruments (or transactions themselves) relating to transactions in respect of the shares, debt obligations or other securities of a BVI BC; and all instruments (or transactions themselves) relating to other transactions in connection with to the business of aBVI BC; are exempt from the payment of stamp duty. 

This exemption does not apply to an instrument relating to the transfer to or by a BVI BC of an interest in land situate in the BVI; or transactions in respect of the shares, debt obligations or other securities of a land owning company (i.e. if its subsidiaries, have an interest in any land in the BVI.)

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.
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