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British Virgin Islands (BVI) offshore companies

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Following the adoption of the BVI International Business Companies Ordinance in 1984, the British Virgin Islands IBC model reached the status of offshore services industry. With more than 600,000 general corporations and more than 5000 new companies registered every month, the British Virgin Islands is by far the most popular offshore tax havens. Such is the dominance of the British Virgin Islands, as the offshore domicile, in many regions of the Far East, international companies referred to simply as "BVI".

At 1 January 2005 a completely new version of the BVI Business Companies Act came into force. The new law represents a further development of already outstanding BVI offshore corporate legislation. The new law successfully addresses the problems faced by the offshore financial industry in the 21 century, in particular, the pressure against the "unlawful discrimination" between domestic and offshore companies. Thus the new BVI Business Companies Act eliminates any former distinction between a local company (operating in the domestic market) and an offshore company (restricted only to international business). Under the new law, currently only one single type of company - BVI Business Company, which continues to be exempt from taxes and still enjoy all the significant benefits provided under the previous legislation.

Characteristics of the BVI Business Company

Tax exemption

BVI Business Company, shall be exempt from income tax the British Virgin Islands, the same exception applies to all dividends, interest, rents, royalties, compensations and other amounts paid by a company and all capital gains realized in connection with the shares, debt obligations or other securities of the company. No estate, succession, inheritance or gift is payable in respect of any shares, debentures or other securities of a BVI BC. All transactions and documents relating to the transfer of any property assets, shares, debentures or securities or the BVI BC are exempt from stamp duty, with the only exception for transactions of land tenure in the British Virgin Islands, in which case the obligation to print remains outstanding.


British Virgin Islands Business Company a separate legal entity and the same powers as a natural person.


Confidentiality is one of the key features of the BVI Business Company as details of the company's beneficial owners, directors and shareholders who are not part of the public. Registration of Members, Register of Directors, and all protocols and solutions are stored only in the office of registered agent in complete privacy. Certainly, however, these files are available for inspection by shareholders.

Only documents in the public record are the Memorandum and Articles of Association, but they usually do not contain any indication of the actual shareholders, directors and company owners.

At the same time, if the owners wish, register of directors and / or members of the Register may be filed with the Registrar of Companies. Such a step may be desirable if the full, no doubt, to be achieved and showed publicly as to the actual identity of managers or members - but, again, this is purely optional.

Structural flexibility

BVI Business Company requires a minimum of only one owner, one shareholder and one director. All of them can be one and the same person. Besides the director, the company need not appoint any operating officers. Management structure of BVI Business Company may be developed in accordance with the various requirements.

Shareholders, directors and officers of the BVI Business Company may be individuals or corporations, and of any nationality. Shareholder or directors meetings should be held in the British Virgin Islands, and there is no requirement for an annual general meeting.

Meetings can be held by telephone or other electronic means; alternatively, directors, and shareholders may vote by proxy.

If the business of the company has only one member, who is an individual and the member and the sole director, such sole member and director may specifically appoint a reserve director to act in his place in the event of his death.

Provisions against confiscation

If foreign governments or government seizes shares in the Company, or any other interest in the company in connection with nationalization, expropriation, confiscatory tax, other governmental charge or a similar reason, the company or shareholder may apply to the court of the BVI for the Company to disregard the seizure and continue to refer to a person whose shares have been forfeited continues to hold shares.

No reporting

BVI Business Companies are not required to prepare a file in the financial statements. Nevertheless, the records must be sufficient to show and explain the transactions of the company, and will at any time, will allow the financial position of the company, which will be determined with reasonable accuracy. Such data should not be kept in the British Virgin Islands and a place to store such records can be freely determined by the owners of the company, and there is no requirement whatsoever file, or otherwise distribute any commercial or financial statements of the Company.

Bearer shares

Stocks BVI Business Company may be issued in bearer form. However, the bearer shares may not be issued to their actual owner but may only be detained licensed custodian in the BVI, or with such custodian outside BVI, as well as written instructions on the true identity and address of the holder of such shares . Rates Government BVI Business Company provides clear disincentives for the use of bearer shares in the structuring of commercial companies, as the government pays for such companies will be significantly higher.

Different types of incorporation

BVI Business Company may be incorporated as a limited liability company, limited liability company (with or without authorization to issue shares), an unlimited company (with or without authorization to issue shares), a separate portfolio companies and limited the company's goals.

No need to state operational objects

Beginning in 2005, there is no requirement to determine the operational facilities BVI Business Company in the founding documents of the Company (the Memorandum and Articles of Association). Nevertheless, the company may choose to do, and a certain type of "limited purpose company" in accordance with the law businesses.

Company name

BVI Business Company may not be registered under the same name as the name of an existing company of the BVI, or so similar to the name of an existing company of the BVI, which in the opinion of the Registrar, such name would be likely to confuse or put into misleading. As the British Virgin Islands Registrar of Companies of name-reservation system, reserved names will also be regarded as an already existing name.

Without the prior written consent of the Commission on Financial Services, BVI Business Company, may not be registered under a name that contains "restricted" word or phrase (in accordance with the published list of such restrictions) - for example, the word "software", "Bank", "Building Society, Chamber of Commerce," "jury", "cooperative", "Imperial", "Municipal", "Royal", "Trust" or any word of transportation of the topic, as well as any name, suggesting the patronage of the British Royalty, British, BVI or any other government or his office.

The Registrar may also refuse to register any particular name if, in the opinion of the Registrar, such name is offensive or for any other reason, objectionable.

Name endings denoting the type of company
The name of a limited liability company must end with the word "Limited", "Corporation", or "Incorporated", and the words "Societe Anonyme", or "Sociedad Anonima"; reduction "Ltd", "Corp", "Inc" or "SA ", or any other word or words or abbreviations.

The name of the unlimited liability should end with the word "Unlimited" or the abbreviation "UnLtd".

Title companies are limited purpose ends with the phrase "(SPV) Limited" or the phrase "(SPV) Ltd".

Title separate portfolio must end in one of the phrases "Segregated Portfolio Company Limited", "Segregated Portfolio Company", "SPC Limited"; "SPC Ltd", or, in case of separation company's portfolio, which is a limited company goals, one of the phrases specified in this paragraph to "(SPV)" inserted immediately before that phrase or immediately before "Limited" or "Ltd".

Completely unique to the BVI, the name of BVI Business Company may include the words "BVI Company Number 'followed by its company number in figures and the ending required, as indicated above - for example," BVI Company Number 987654 Ltd ". Company name, expressed in such fashion may also contain additional foreign characters between the number of companies and end.

Appointment of Agents

Directors of BVI Business Company may appoint any person (including the current director), to become an agent of the company. Given the Memorandum and Articles of this agent has such powers and authority as the directors may prescribe, except that the agent has no authority to alter the memorandum or articles, to appoint directors or agents, to approve the plan of merger, consolidation or arrangement, or make a statement about the solvency or approve a plan of liquidation.

Creating and managing

Through our own service team in the BVI, we can ensure that BVI Business Company. In order to satisfy the "command and control" requirements of a tax neutral jurisdiction, we offer a full range of management services by Fidelity Corporate Services Ltd (Gibraltar). This configuration provides the convenience of a classical company tax havens, along with high regulated company management services from well-known European place.

Last Updated ( Thursday, 04 April 2024 19:41 )  




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