British Virgin Islands

A group of islands situated in the Caribbean east of Puerto Rico, the British Virgin Islands is a British dependent territory.

The official language is English and the local currency is the US dollar.

The International Business Companies Ordinance Act 1984 was considered by some as the model for legislation subsequently introduced in other jurisdictions.  As in other jurisdictions, companies incorporated under this Act may not do business with residents or own property situated in the islands.IBCs may carry out most business purposes with the following exceptions for any of which a special licence must be obtained:

-Accept banking deposits
-Accept contracts of insurance or reinsurance
-Carry on trust business
 

The International Business Companies (Amendment) Act 1990 and the International Business Companies (Amendment) Acts of 2003 and 2004 have since immobilised bearer shares and now impose record-keeping requirements on professional intermediaries.

As of the 1st January 2006, the Business Companies Act, 2004 replaced the International Business Companies Act.There is currently a transitional period whereby the IBCA remains in force until the 1st January, 2007 when it will be repealed.However, no new companies can be registered under its provisions.

The re-registration of International Business Companies will be automatically done by the Registrar on the 1st January 2007 where a company is in good standing.

Capital

-There are no minimum or maximum capital requirements.
-Both par and no par value shares are allowed.
-Companies must have at least one shareholder.

Bearer shares are permitted but must now be deposited with an authorised intermediary, who must record the identity of the beneficial owner.

Annual general meetings of the shareholders need not be held.

Officers

-The minimum number of directors is one.
-Corporate directors are permitted.
-There is no requirement to appoint a Company Secretary.
-Meetings may be held anywhere in the world and by telephone.
-There is no annual return-filing requirement.
-There is no restriction on the residency/nationality of a director, although the   company must maintain a register of directors and provide this to the  registered agent.

Accounts

-The preparation and filing of annual financial statements is not required.

Incorporation

-Incorporation can usually be done in one day.
-Shelf companies are available.
-All companies must appoint a British Virgin Islands resident agent and have a  registered office address in the British Virgin Islands.
-A register of directors must be kept at the Registered Office.
-Company names in any language are permitted.
-BVI companies must have one of the words in its name “Limited”, “Corporation”,  “Société Anonyme”, “Sociedad Anonima” or the abbreviations “Ltd.”, “Corp.”, “  Inc.”, or “S.A.” or certain other words denoting limited liability.
-There is no longer a requirement for company names to be translated.
-Certain words either may not be included in a company name or are  restricted.Amongst these are: “Assurance”, “Bank”, “Building Society”,
 “ Chamber of Commerce”, “Chartered”, “Cooperative”, “Imperial”, “Insurance”,  “Municipal”,
 “Royal”, “Trust Company”, “Trustee Company”, “Loan”, “Savings”, “Broker”,
 “Casino”, “Exchange”, “Fidicuary”, “Bureau”, or a word conveying a similar  meaning.
-By resolutions of its Board of Directors, an IBC is permitted to change its  domicile and carry on business as a company incorporated under the laws of a  jurisdictions outside the British Virgin Islands.
-Furthermore, a company incorporated under the laws of a jurisdiction outside  the British Virgin Islands is entitled to continue as a company incorporated  under the IBC ordinance not withstanding any provisions to the contrary in the  laws of the jurisdiction under which it is incorporated.

Taxation

-Annual government fees are more expensive for companies that permit bearer  shares.From the 1^st January, 2005, the annual licence fee for such companies  is US$1,100 as it is for companies with authorized capital equal to or more than  US$50,000.For companies with authorized capital of no more than US$50,000  the annual fee is US$350.
-For existing companies that elect to keep bearer shares with a BVI resident  recognised custodian, there is a progressive increase in the annual government  fees so that in 2008 the US$350 becomes US$600 and then US$800 from 1st  January 2011.
-The British Virgin Islands has one double taxation treaty with Japan.
-There are no exchange controls.

Useful links : British Virgin Islands Government - http://www.dpu.gov.vg
 

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