The International Business Companies (IBC) Act of the British Virgin Islands was first passed in 1984. The Act itself was amended on several different occasions and subsequently was replaced with the BVI Business Company Act of 2004. The BVI Company came into full effect on January 2005. Although...

BVI Incorporation

The island grouping in the Caribbean known as the British Virgin Islands over the years have developed a very viable financial services sector and in order to improve the quality of services offered introduced the new BVI Companies Act. The new British Virgin Islands Companies (BVI) Act applies to types of companies formed and incorporated in the BVI. The Act of 2004 regulates the registration of both local and offshore companies and replaces the International Business Act. Under this new act the companies which may be incorporated are the following:

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  • Unlimited Companies which are authorized to shares
  • Companies limited by shares
  • Companies limited by guarantee but authorize to issue shares
  • Companies limited by guarantee and not authorized to issue shares
  • Unlimited Companies that are not authorized to issue shares

The incorporation of a BVI Company is done with the Registrar of Companies through a registered agent. In order to successfully incorporate a BVI company a completed Memorandum of Articles and Articles of Association must be submitted. The Memorandum of Articles should contain the following:

  • >The name of the company
  • The type of company being incorporated
  • The address of the company’s office
  • The address of the Registered Agent
  • If the Company is allowed to issue shares, the number of shares it is allowed to issue
  • If a company is allowed to issue different classes of shares the number of classes and the restriction, rights and privileges that comes with each class
  • Companies which issues shares or have limited shares should state if that company is allowed to issue bearer shares, exchange registered shares for bearer shares or convert registered shares to bearer shares
  • State the business to be carried out by the company and the business that the company is prohibited from taking on

The Articles of Association of the Company should contain the by- laws of the company which pertains to the types of shares, number of shares and how this shares are managed or governed, when shareholders meeting should be kept among other matters. These documents are submitted to the Registrar who then issues a Certificate of Incorporation.

According to the BVI companies act of 2004 to incorporate a company the owners must go through a registered agent. Each company registered in the British Virgin Island must have a registered agent and that agent has to be registered and authorized to carry out such services under the Company Management Act of 1990. Companies who have no registered agent are in contempt of the laws of the British Virgin Island and a liable to a fine. Companies will not be registered if the proposed name is the name of a company already in existence or is similar to the name of a company which already exists. The name of Limited Companies should end in ‘Limited’, Sociedad Anonima or the appropriated abbreviation. The name of Unlimited Companies shall end with the word unlimited or Unltd. Incorporation fees for BVI Companies are paid to the Registrar of Companies. Companies registered in the first six months of the year pay renewal fees on or before the end of May of the following year. For companies registered in the Second half of the year renewal fees are due on or before November 30 or these companies risk paying an increase in fees. Renewal fee are necessary for companies to remain n good standing.

Incorporation of company in the British Virgin Islands has many tax benefits. All companies registered in the British Virgin Island pay no taxes on transaction carried out by the company outside of the BVI. The incorporation process is quite easy and takes as little as one day to complete.

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