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British Virgin Islands Company Formation

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British Virgin Islands Offshore Company Incorporation

The British Virgin Islands consist of 60 separate islands, situated to the North West of the American Virgin Islands, 60 miles from Puerto Rico. The population is approximately 17 000 and the official language is English. It is a colony of Great Britain, with autonomous local government and its own constitution. Legislation is based on the English Law.

Incorporation Fees

 
Government fee US$ 450.00
Registered office US$ 250.00
Registered agent US$ 250.00
Incorporation fee US$ 249.00

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Total cost of incorporation US$ 1,199.00

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BVI Business Company Legislation

The BVI Business Companies (Amendment) Act, 2015 (the "Amending Act"), which amends the BVI Business Companies Act, 2004 (the "2004 Act"), is expected to come into force in the coming months.

The Amending Act is part of the BVI Government's continuing process of modernisation of the companies regime in the jurisdiction. The Amending Act is complemented by amendments to the BVI Business Companies Regulations, 2012.

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Corporate Structure of a British Virgin Islands IBC

  • Only one director required - can be an individual or corporate
  • Only one shareholder required - can be an individual or corporate
  • A director can be a shareholder and vice versa
  • No requirement for British Virgin Islands residency for shareholder(s) and director(s)
  • A secretary is required - can be an individual or corporate

 

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Confidentiality and Privacy

The names of the Shareholder(s) or beneficial owner(s) of the Company are not filed with the Registrar of Corporate Affairs in the British Virgin Islands, the names of the Director(s) are filed but this is not publicly accessible. 

Nominee services are permitted if required.

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Share Capital of a BVI Business Company

  • Standard share capital is US$50,000 divided into 50,000 shares of US$1 each
  • Shares may be issued with or without par value
  • At least one share must be issued
  • Bearer shares are permitted, but they must be held by an authorised custodian approved by the BVI Financial Services Commission
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Taxation

As per the BVI Business Companies Act of 2004, Business Companies not carrying on business in the BVI are exempt from all taxes.

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Financial Statements and Company Records

  • There are no filings to the authorities in the BVI after the Company has been incorporated
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Meetings of BVI IBC Shareholder(s) and Director(s)

  • Meetings of shareholder(s) and/or director(s) are not required.
  • If a meeting is held it need not be in the BVI and participants can attend by telephone.
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Doing business using a BVI BC

A BVI BC can carry out any legal business and/or investment activity worldwide, they may not offer bank, insurance or trust services without prior authorization from the BVI Financial Services Commission.

Generally BVI BCs cannot do business with BVI residents or corporations without losing their tax exempt status.

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The BVI IBC incorporation package includes:

  • First year government filing fees
  • Certificate of Incorporation
  • Memorandum and Articles of Association
  • Letter of appointment of first director
  • Nominee shareholder details (if required)
  • Declaration of Trust from the nominee shareholder (if a nominee shareholder is required).
  • Minutes of the first meeting of the founders
  • Share Certificates
  • Register of Shareholders
  • Register of Directors
  • Registered agent services, (first year)
  • Registered office, (first year)
  • International express delivery by FedEx or DHL
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Names

It is not possible to use a word (or words) in the name that are calculated to suggest:

  • The patronage of Her Majesty or that of a member of the Royal Family;
  • A connection with Her Majesty's Government; or
  • A connection with a municipality or other local authority or with a society or body incorporated by Royal Charter.

Names must end with one of the following suffixes or an abbreviation thereof:

  • Limited
  • Corporation
  • Incorporated
  • Societe Anonyme
  • Sociedad Anonima


The following words and their associated activities can not be used:

  • Assurance
  • Bank
  • Building Society
  • Chamber of Commerce
  • Chartered
  • Co-operative
  • Fund
  • Imperial
  • Insurance
  • Municipal
  • Mutual Fund
  • Royal
  • Trust
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IBC Incorporation Procedure - British Virgin Islands Company Formation