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How to Register Company in the British Virgin Islands

The British Virgin Islands is a British overseas territory consisting of 36 islands located in the Caribbean Sea off the east coast of Central America. They are characterised by a strong economy and high living. It would be quite difficult to find a more prosperous place in the Caribbean.

Tourism and offshore business incorporation have contributed to the development of the region. Since 1984, more than 650,000 offshore companies have been registered in the British Virgin Islands which some estimate accounts for 40% of the total number of all offshore businesses in the world. These figures are even more staggering considering that just over 37,000 people live on 16 out of 36 islands.

It is not a mere coincidence that international business has a direct interest in this jurisdiction. Registering a company on these islands gives an entrepreneur exceptional opportunities.

8 Advantages of opening a company in the British Virgin Islands

  1. Modern-day businesspeople do not want to be trailblazers anymore. They prefer registering a company in a prosperous country with a strong economy, highly developed financial and technological infrastructure and capable workforce.
  2. There is no corporation tax or personal income tax in the BVI. Besides, the authorities have minimal requirements for annual corporate reporting which makes doing business much easier and cheaper.
  3. There is no foreign exchange control on the islands; all payments since the second half of the last century are made in U.S. dollars, which makes settlements with foreign consumers and suppliers much easier.
  4. The British Virgin Islands follow the rules of British law, which provides strong legal protection of international business assets.
  5. The process of company registration is made as easy as possible. To open a company, you do not need huge investments or boundless patience. It rarely takes more than a few working days to register a company, and this can be done remotely.
  6. There is no requirement for the directors to be residents of the British Virgin Islands. The size of the authorised capital, as a rule, is also not regulated in any way.
  7. The jurisdiction allows the appointment of nominee directors and shareholders.
  8. The annual fee charged by the state from offshore companies is minimal and bears no comparison to similar payments in other tax havens.

The BVI corporate law is undergoing more and more changes as part of the general fight against terrorism and money laundering. On the one hand, new legislative initiatives enhance the reputation of this jurisdiction, but on the other hand, foreign entrepreneurs can no longer be guaranteed absolute confidentiality. This problem can be partially solved through the nominee services.

What forms of incorporation are suitable for registering an offshore company in the BVI?

To register a business in the British Virgin Islands, foreign entrepreneurs usually choose a commercial company.
The principal forms of business organisation in the BVI are:

  1. Companies limited by shares;
  2. Companies limited by guarantee;
  3. Unlimited companies.

Imperial & Legal recommends the first option to their clients as it limits the founder’s liability to their contribution to the share capital. Types of companies limited by shares:

  • Companies issuing different classes of shares to attract more investment and differentiate the risks of shareholders within the same company;
  • The ones with limited activities.

Companies limited by guarantee, as well as unlimited companies can be divided into two types:

  • With the right to issue shares;
  • Non-issuing companies.

In addition to the types of companies already listed, in the British Virgin Islands you can open a professional fund, investment fund, hedge fund, partnership or trust. We will take a closer look at a company limited by shares as this is the most common form of incorporation in the BVI.

There must be at least one shareholder and one director in a company limited by shares. An individual or legal entity can be appointed as director. The founders, beneficiaries and directors of a business in the British Virgin Islands can be residents of any country.

Register of Directors

According to the current BVI laws, each company in the islands is obliged to keep a register of its directors with information about both appointed and reserve directors of the company.

A director is only considered to have been appointed when they provide the company with written consent to such appointment. The law regulates when the first director must be appointed and who can become a director. You will have to pay a large penalty if these requirements are not met.

Company Shares

The company issues its shares as soon as the first director is appointed. In other words, from the moment of registration of an offshore company until the issuance of its shares, but not later than six months.

The constituent documents of the company allow the following:

  • Issuance of shares with par value;
  • Issuance of shares without par value;
  • Issuance of shares of different classes and even different series within the same class (for companies with a divided portfolio of shares).

As a rule, such a company issues no more than 50,000 shares of the same par value. Shareholders are not required to pay up the full value of their shares at the time of issue, but each such shareholder is indebted to their company to the extent of the payment not made to the authorised capital. If the shareholding in the company is sold, this debt is also transferred to the new co-owner of the business together with the ownership of the shares.

Once the shareholder’s name is entered in the company’s register of founders, the shares are deemed to have been issued.

If the company’s memorandum of association does not include the possibility of issuing bearer shares, the company cannot violate its own rules and start issuing non-named shares, let alone convert registered shares into bearer shares or exchange them. Violators of this rule are punished with a $10,000 fine or more.

Process of company incorporation

No company can be registered in the British Virgin Islands without the engagement of a local incorporation agent. Moreover, this agent must keep the articles of association, copies or originals of shareholders’ and directors’ registers, and all important outgoing documents of the company after incorporation.

Therefore, an offshore business must begin working with a responsible and efficient incorporation agent. Typically, experienced corporate lawyers who are hired to provide legal support for setting up a company in the British Virgin Islands will recommend a local professional to contact.

However, before you start the incorporation process, decide on the area of activity of your future company. It might require a licence which will automatically increase your operating costs, or the niche you have chosen will be too competitive.

The next thing to do on your way to opening an offshore business is the preparation of the articles and memorandum of association.

What information should the memorandum of association of an offshore company include?

  1. Name of the company.
  2. Type of the company.
  3. Registered address.
  4. Details of your first incorporation agent.
  5. The maximum number of company shares authorised for issue; otherwise you should specify that the company is authorised to issue an unlimited number of shares.
  6. The classes of shares the company will issue and if your company can issue two or more types of shares, you will need to write what rights are attached to each class.
  7. You should specify whether the company has the right to issue bearer shares or not.

What information and documents must be provided to the agent to register a company in the British Virgin Islands?

  1. A name for your future company. The name itself can be in English or Chinese. It should not be similar to the names of already existing companies. The abbreviation of legal structure should be included at the end of the name. Experienced businesspeople usually come up with several options at once and give them to a corporate lawyer for review, so that they can choose a name for your company that is available and comply with all the requirements.
  1. The structure of your offshore business that you have previously agreed with other owners and the incorporation agent.
  2. You will also need notarised copies of passports and proof of the residential address of all shareholders and directors of the future company. A copy of a water or electricity bill or a bank statement can be used to confirm the address.
  3. If one of the founders or directors is a legal entity, you need to prepare copies of its constituent documents and, if necessary, supplement them with a certified translation into English.

The full package of documents is handed over to your incorporation agent. They start the process of company registration which usually takes one to 10 working days.

For decades, the process of opening an offshore business in the British Virgin Islands has been polished to perfection. In the past, the country was a model for other jurisdictions claiming the status of tax havens. However, over time, under pressure from the UK and European countries, the BVI authorities began to significantly amend their corporate legislation.

On the one hand, all the changes over the last few years have not affected the key advantage of this country — tax optimisation. On the other hand, the rules of doing business have become stricter: offshore companies have more obligations, the requirements for the founders and management of such companies have been tightened, and it has become more difficult to conceal the ultimate beneficiaries of offshore companies.

To ensure that your first experience of doing business in a tax haven does not result in large fines, and the registration of a BVI company is completed in record-breaking time, contact incorporation advisers at Imperial & Legal for legal support.  The experienced advisers will not only help you understand the intricacies of foreign corporate law but also benefit from all the opportunities of this unique jurisdiction.

FAQs about company registration in the British Virgin Islands

Who cannot be appointed as a director of a company registered in the BVI?

Corporate law has established several requirements for persons to be appointed as a director. Therefore, it is not permissible for a director to be appointed, if they are:

  1. Minors
  2. Disqualified under the jurisdiction’s Insolvency Act
  3. Bankrupt
  4. Identified in the memorandum of association as not authorised to hold the position of a company director.

What about the confidentiality of owners of offshore companies in the BVI?

Partial confidentiality is maintained through nominee service available in the jurisdiction. Documents with information about the beneficiaries, founders and directors of the company are kept with the incorporation agent and are only made available to:

  • The BVI Finance Commission upon formal request. The Commission may only use the information obtained for its strictly regulated work.
  • Law enforcement agencies (only by a court decision).

What company documents should be kept by the incorporation agent?

Foremost, these are the constituent documents of the company: articles of association and memorandum of association. In addition, the incorporation agent keeps the following:

  • Originals or copies of the registers of directors and shareholders of the company.
  • Copies of all notices and other documents filed by the company over the past 10 years.
  • Copies of resolutions of directors and shareholders.
  • Company’s seal imprint.

If the incorporation agent only holds copies of the registers of directors and shareholders, they need the following from you.

  1. The address where the original documents are located. If your company’s office has moved to another location, the agent must be informed of the change in the address where the registers are kept no later than 14 days after that.
  2. Names of new shareholders or dismissal/appointment of a director within 15 days, if such changes have taken place in your company.

Are company shareholders subject to background checks?

The British Virgin Islands Finance Commission adopted two regulations in 2008 governing the due diligence checks of foreign shareholders of companies incorporated in the jurisdiction.

The funds invested in the share capital after an offshore company has been registered in the BVI are also subject to due diligence. A foreign businessperson must prove to the authorities that their money was legally sourced or has been kept in a bank account abroad for at least six months.

What commercial activities are suitable for an offshore company registered in the British Virgin Islands?

It is profitable to use an offshore company for the following activities.

  1. International trade, especially if the money earned in this way will be kept on the islands.
  2. Owning assets in third countries. In this case, a company established in the BVI acts as a co-founder of a foreign business which owns the assets. This is a smart way to conceal information about the ultimate owners of foreign property.
  3. Investing through a foreign holding company in Switzerland, Japan or any other country with which the BVI have a double taxation treaty.

Please remember that a British Virgin Islands company cannot own or deal in real estate on the islands. Also, it is not allowed to conduct certain activities including banking, insurance, and reinsurance.

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