BVI Company Formation

British Virgin Islands – BVI

BVI COMPANY FORMATION

British Virgin Islands Business Company (BVI BC) is the world’s most popular destination for offshore company formation (BVI company formation). About 41% of the world’s offshore companies have been formed in the BVI. Our law firms has been dealing the last 15 years with the registration of BVI companies.

The British Virgin Islands (“BVI”) are located in the Caribbean sea.The islands are a British Crown Colony that became self-governing in 1967. Under its constitution, the BVI are autonomous of the U.K., except with regards to its external affairs, defense and internal security. The legal system is based on English Common Law, and appeals from local courts are in some instances heard by the English Courts.

The islands were settled by the British in 1666, and have a population of approximately 15,000. The main industry of BVI is tourism, and there is economic and political stability for a long period. In addition, the islands enjoy the advantage of a modern communications system.

English is the official language of the BVI, and the U.S. dollar is the official currency. There are no exchange controls or reporting requirements of any nature, and the islands offer many appealing tax and corporate benefits to non-residents who organize companies there.

A. FORMATION OF BVI COMPANY

The incorporation and operation of off-shore companies is governed by the BVI Business Companies Act 2004, which is a modern piece of legislation that contains some of the most attractive features of other taxhaven jurisdictions.

B. MAJOR ADVANTAGES OF FORMATION OF BVI COMPANIES:

• Zero corporate income tax
• Corporate documents are well known too and widely recognized by International banks
• Low fees for annual support
• It has never been blacklisted by FATF and OECD
• Information about corporate directors, officers, shareholders and beneficial owners is not filed with the BVI Register of Companies and it is closed for the public
• No restrictions for individuals who want do business and buy property in the BVI and all other countries
• Available for residents of any country
• There are no nationality requirements for directors or shareholders. Board meetings of shareholders/directors/officers may be held anywhere in the world and may be conducted by telephone or through electronic means. Circular resolutions are acceptable.
• BVI annual license fee is lower than in many other jurisdictions.

C. INCORPORATION

The incorporation process is completed in a period of five days. We also have shelf companies readily available for immediate use by the client.

D. MANAGEMENT

1. Directors and Officers. The business and affairs of a company are managed by a Board of Directors consisting of at least one Director. Directors may be corporations or individuals and it is not necessary to be residents of the British Virgin Islands.

The Registered Agent of the company will appoint the first Directors. Thereafter Directors will be elected by the directors or the shareholders. However, vacancies which arise in the Board of Directors can be filled by the remaining Directors. The appointment of these Directors is not necessary to be filed with the Registrar of Corporate Affairs.

The Directors may elect Officers and appoint attorneys-in-fact to act on behalf of the company. The appointment of Officers and attorneys-in-fact is not necessary to be registered in the British Virgin Islands.

The name of the company must include the word “Limited”, “Corporation”, “Incorporated”

There is no need to hold annual Directors’ meetings, and resolutions of directors may be adopted by written consent or at a duly convened meeting of the Board.

2. Shareholders. Shares must be fully paid when issued, and may be issued for money, services or property. The name of the shareholder must be entered in the share registry, but the identity of the shareholder is not a matter of public record. Shares can be held by nominees acting on behalf of the actual owners. Shareholders’ meetings shall be convened upon the written request of shareholders representing more than 50% of the votes or whenever the Directors consider it necessary or desirable.

Shareholders’ resolutions may be approved by telephone or at a duly assembled meeting, and may also be adopted by written consent. It is not necessary to hold annual shareholders’ meetings.

3. Registered Office and Agent. The company must have a registered office and a registered agent in the British Virgin Islands. The resident agent has the authority to certify the names of the Directors and Officers of the company. A copy of the shareholders’ register and directors’ register must be maintained at the registered office.

4. Corporate Seal. The company is required to have a corporate seal, and the Articles of Association should state clear the person authorized to use this seal.

5. Filing requirements. The only documents that need to be filed with the Registrar of Corporate Affairs other than the organization documents are any amendments to the Memorandum or Articles of Association, any mergers and consolidations and the dissolution of the company.

6. Transfer jurisdiction. A company incorporated under the BVI Business Companies Act may, by resolution of its Board of Directors or Shareholders, continue as a company incorporated under the laws of a jurisdiction outside the British Virgin Islands if permitted to do so by the laws of the jurisdiction outside the British Virgin Islands in which the company is being transferred.

Also, a company incorporated under the laws of a jurisdiction outside the British Virgin Islands is entitled to continue as a company incorporated under the BVI Business Companies Act notwithstanding any provisions to the contrary in the laws of the jurisdiction under which it is incorporated.

7. Mergers and Consolidations. A company is allowed to merge or consolidate with other BVI or foreign companies, as long as the surviving company complies with the main rules of the BVI Business Companies Act.

8. Dissolution and Liquidation. A company may be dissolved by resolution of the Board of Directors or by resolution of the Shareholders.

E. TAXATION AND FEES

• All dividends, interests, rents, royalties, compensations and other amounts paid by a BVI company to persons who are not resident of the British Virgin Islands are exempt from the payment of income tax. Capital gains realized from the sale of any shares or other securities of a company are also exempt from the payment of any tax.
• A BVI company must pay an annual license fee if it is authorized to issue a maximum of 50,000 shares, and this fee can be higher if it is authorized to issue more than 50,000 shares or if its memorandum and articles of association permit the issuance of bearer shares. This annual license fee must be paid no later than May 31st of each year beginning on the year following incorporation if the company is incorporated between January 1st and June 30th, and no later than that same date on subsequent years. A BVI company that fails to pay its annual license fee will be struck from the Registry and will have to pay a penalty in order to be reinstated.

OUR SERVICES FOR BVI COMPANY FORMATION

Andreas Danos Law Firm is a very experienced firm in BVI offshore company formation . Our firms provide services for offshore company formation in most of the world offshore destinations. We offer high standard services and we are dedicated to do everything possible to satisfy the BVI company formation needS of our clients.

We have many optional services from which a client may choose. Among the options, we have available for immediate use, offshore shelf companies including aged/vintage companies. None off the shelf offshore corporations have ever been in use and never held a bank account. In other words these companies are all 100% tax-free, clean and ready to open an offshore account of your choice.

We also offer nominee services, where directors or shareholders/members are provided by OCH which means your name is not on official offshore corporate documentation or Goverment records, but you do retain full control over the offshore company via Declaration of Trust and Power of Attorney.

When you decide on BVI Company incorporation, you need to complete the on-line questionaire form. While you are filling this uncomplicated form, you will find a wide range of investment, offshore business and offshore checking accounts along with other offshore services from which you can choose, to add to your offshore formation package.

We will provide you with an easy and low cost BVI Company incorporation and help to protect your assets and enjoy offshore banking.