Company Formation in BVI

Company formation BVI

Business Company (BC) – BVIBCs

BVI is one of the longest existing tax havens and, for years, the most popular destination for establishing offshore companies. Thanks to the long tradition of providing services for the financial sector, the country has developed a variety of solutions that attract investors from all over the world who want to minimise taxation and protect their assets, and enjoy safety and privacy, which is often not possible in the countries the investors come from.

One of the main reasons why investors run their businesses through BVI Business Companies so often is the fact that this type of companies is completely exempt from taxes, in place of which there is a fixes licence fee which, upon certain conditions, is only 350 USD. The conditions are: authorised capital does not exceed 50 000 USD, all company shares have par value, pursuant to the Memorandum and Articles of Association, the company does not issue bearer shares. If one or two of the conditions are not met, the fee is 1100 USD a year. If the Memorandum and Articles of Association on the day of the payment state that issuing bearer shares is forbidden, the authorised capital does not exceed 50 000 USD and some or all shares do not have par value or the company does not have authorised capital and all shares have no par value, the fee is 350 USD.

Company law in the territory of BVI gives foreign investors great possibilities, as the structure of Business Companies (BVIBCs) is extremely flexible, the companies formed here may have the following structures:

1. Company limited by shares (with or without par value)
2. Company limited by guarantee (authorized and not authorized to issue shares)
3. Unlimited company (authorized and not authorized to issue shares)
4. Restricted purposes companies
5. Segregated portfolio companies

The most popular structure is company limited by shares.

Regardless of the chosen structure, company name has to include the words: Corporation, Incorporated, Sociedad Anónima, Societé Anonyme, Limited, or an abbreviation of any of them. Interestingly, the names may be formed in any language, including Chinese.

BVI is also a country where minimum formalities are required when establishing a company and in the later stages of activity. We need only 2-3 days to set up a company ready to carry out business operations (2-3 days more to apostille documents).

To set up a company you need only one shareholder and one director, this may be the same person and, what is more, both a physical and a legal person (including foreign companies from around the world). If the company has only one director, it is possible to appoint a reserve director who will manage company affairs in the case of their death, provided they consent to that in writing.

In the territory of BVI there is statutory obligation for companies to be registered by licenced agents.

Information on who is company owner and director is not presented in official registers, but a shareholder register needs to be in custody of a licensed agent who registered the company. The information that needs to be included in the register are as follows:

- names and addresses of the shareholders (registered shares),

- number of each class and series of registered shares held by a shareholder,

- number of each class and series of bearer shares held by a shareholder,

- information with respect to bearer share certificates, including the name and address of custodian,

- date when name of each member was entered in the register,

- date when any person ceases to be a member.

Register agents are under legal obligation to keep the information confidential and may release it only upon receiving a court order. Owners are obliged to update agents on any changes under pain of a 10 000 USD penalty.

BC guarantee high level of confidentiality which may be additionally increased by using the services of nominee shareholders and nominee directors, whose names will appear everywhere in place of the actual owners. Such solutions are commonly used in the territory of BVI and nominee service is included in our offer.

Advantages of having a Business Company (BC) - BVIBCs

• Business Companies are exempt from all taxation, regardless of the revenue, there is a fixed licence fee which, upon meeting certain conditions, is 350 USD. Also, BVIBCs do not pay stamp duty. Private revenue is also exempt from tax.
• BC guarantees its owners high level of confidentiality. The only information present in the registers is company name, its registered address and information on the register agent. Information on shareholders and directors is in custody of a licenced agent who is obliged not to disclose it. Moreover, it is popular to use nominee director and nominee shareholder services, thanks to which the privacy of owners may be protected at the highest level.
• Very flexible corporate structure, allowing to adapt form of the company to owner needs – from single-person business activity through organisations with very complex structures. A BVI company may have the form of company limited by shares, company limited by guarantee, unlimited company, segregated portfolio company or restricted purpose company.
• Minimum formalities when establishing a company and short amount of time needed to finalise the process (only 2-3 days).
• No obligation to prepare annual financial statements. There is, however, obligation to keep accounting books, but only on a very basic level and they are not subject to audit.
• It is possible to open a company bank account in the territory of BVI without director’s presence.
• BVIBCs are also characterised by lack of requirements with regard to minimum share capital.
• Business Companies are not under obligation to declare their operational goals.
• BCs’ names may include the words: ‘Limited’, ‘Corporation’, ‘Incorporated’, ‘Societe Anonima’ as well as acronyms ‘Ltd’, ‘Inc’, ‘SA’.
• It is possible to register company name in any language, including Chinese.
• BCs may carry out most kinds of operations without a need to apply for a licence (the exception are the insurance sector, banking sector, investment funds and trust companies).
• To establish a BC, you need only one person who may be both the director and the shareholder, there is no obligation to have a company secretary. The director and the shareholder may also be a legal person, including a foreign legal person.
• BVI lawmaker ensured legal protection of minority shareholders’ interests.
• The official currency in the territory of BVI is US dollar.
• BVI is a country with stable political and economic position.

Nominee

Just like in other countries based on common law rules, in the territory of BVI it is common to adopt trust law. Thanks to this, companies may be formed through nominal directors and nominee shareholders, the aim of which is to protect assets and privacy as well as tax optimisation.

Our BVIBC corporate kits include the following documents:

• Memorandum and Articles of Association, certificate of incorporation and appointment of First director legalized in one single set by apostille in BVI.
• Power of Attorney with Apostille (if we act as Director)
• Declaration of Trust (if we as Shareholder)
• Inaugural Meeting
• Share certificate
• Resignation letter
• Certificate of Incumbency
• Consent Letter.
• Rubber seal

Do you wish to start the procedure?

Just drop us an email or give us a call and we will send you short list of information that we need. After you provide it to us you can come anytime to proceed with the formalities.