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General Information

The British Virgin Islands is one of the most reputable offshore jurisdictions in the world. It is located approximately sixty miles east of Puerto Rico and two miles from St. Thomas, U.S. Virgin Islands. The two thriving sectors of the economy are tourism and offshore investment. For 25 years the Government has encouraged offshore business, and has aimed towards a world-standard regulatory structure to avoid money-laundering and other criminal activity. The BVI have also been successful in developing mutual funds and captive and major world banks make the BVI an ideal offshore financial centre.

BVI International Business Companies (IBCS)

BVI International Business Companies (IBCS) are among the most frequently used legal entities in international tax planning. Global Business Incorp Limited is a firm with an international worldview. We recognise the growing importance of BVI companies in global commerce and we provide advice on a wide range of commercial law, with particular concentration on BVI companies. We have many years of experience working with our clients to achieve their commercial objectives in the most practical way using our expertise and commercial awareness. We always attempt to add value to our clients' enterprises. We attend to the filing requirements and maintenance of IBCs with our firm providing a full range of registered agent services.

An International Business Company is a corporate vehicle with limited liability which is wholly exempt from BVI tax on its income and from inheritance or estate tax on its shares provided it has no business activities in the British Virgin Islands. Only an annual fee is payable to the Government (in most cases US$360.00). An IBC can have bank accounts in the BVI, deal with lawyers, accountants, trust companies and other professionals in the British Virgin Islands, hold company meetings and keep its accounting books and records in the BVI.

An IBC normally takes the form of a private company limited by shares. The International Business Companies Act 1984, updated by the International Business Companies (Amendment) Act 1990 and the International Business Companies (Amendment) Act 2002 has restricted bearer shares and imposed record-keeping requirements on professional intermediaries. However the filing requirements remained minimal and flexible: only one director and one shareholder are required. Accounts need not be kept; however, if they are kept there is no requirement for an audit. No returns are needed of shareholders, directors or officers.

• Key characteristics of an IBC:

1. No business activities with residents in the BVI.
2. No ownership interest in real property in the BVI is permitted; property may be leased for office use only.
3. An appropriate License is required to carry out activities such as banking or trust business. Likewise, a licence is required to carry on insurance or re-insurance business.
4. The provision of company management or providing registered facilities for BVI incorporated companies is not permitted.
5. IBCs are permitted to own shares in other BVI companies, maintain bank accounts in the jurisdiction and employ the services of local professionals.
6. IBCs are exempt from British Virgin Islands taxes by statute.

For the international investor, BVI's advantages include:

1. Reasonable formation and maintenance costs and fees.
2. Quick and simple IBC incorporation procedures.
3. No requirement to disclose beneficial owners;
4. No requirement to file annual returns or financial statements;
5. No requirement to hold annual general meetings of shareholders or directors.
6. Full exemption from taxation on any business activity or transaction carried out outside BVI.
7. Complete business privacy and confidentiality
8. No minimum or maximum capital requirements.
9. BVI IBCs may engage in any lawful business in any country and may carry on transactions in whatever currencies they choose.
10. The shareholders, directors, and officers may be of any nationality and may be residents of any country.
11. Directors and/or officers can be either corporate entities or natural persons.
12. There is no requirement to register initial or ongoing changes in directors and/or officers.
13. Shareholders and/or directors may hold their meetings in any country and they may attend such meetings by proxy.
14. The accounting books of the company may be kept at the registered office of the company or abroad.
15. Choice of "Inc", "Incorporated", "Corp", "Corporation", "Ltd", "Limited" or "SA".
16. Familiarity of incorporation documents (Memorandum & Articles of Association, Certificate of Incorporation) because B.V.I. is a British jurisdiction.

The Registration of a BVI IBC:

Below are the procedures and requirements to register a BVI IBC:

Name of the company : BVI companies names must end with one of the following words, or their relevant abbreviations - Limited, Corporation, Incorporated, Societe Anonyme, Sociedad Anonima. The following names Bank, Insurance, Assurance, Re-Insurance, Trust, Trustee, Savings, Royal, Asset management, Fund Management, Investment Fund, Building Society, Municipal, Chartered require appropriate license.

Memorandum and Articles of Association : The formation documents for an IBC are the Memorandum and Articles of Association which will be prepared and filed by the Registered Agent. Memorandum and Articles of Association must be lodged with the Registrar. The Memorandum specifies the basic structure of the IBC including the name, the purposes for which the company is formed, authorized capital, details on the shares which may be issued including their par value, denomination, classes and the rights attached, and any other matters which affect the basic existence of the company. The Articles of Association specify the rules governing the internal management of the company. They deal with the procedures for calling meetings of shareholders, passing resolutions and transferring shares including any restrictions which may apply. Once the original M&A are filed and the proper fees paid, the Registrar of Companies will issue a Certificate of Incorporation, which specifies the name of the IBC, the date on which it was incorporated, and its company Number. The Certificate of Incorporation constitutes evidence of the company's existence. These documents are the only documents which are required to be on the public file at the Registrar of Companies.

Shareholders : A minimum of one shareholder is required which may be an individual or a corporate body. The details of company beneficial owners and shareholders do not appear in the public records.

The share capital : The Authorized Capital is the amount and number of shares which the Company may issue. There is no specific minimum capital requirement. The standard authorized share capital is US$ 50,000. It may be denominated in any currency and in multiple currencies. Note that if the authorized capital is more than US$50,000, the government fee on incorporation and annual renewals increases to US$1,000. The issued capital is the amount and value of shares which are actually granted to and paid for by shareholders. Each issued share gives the shareholder certain rights in terms of voting, receipt of dividends and ownership of a proportion of the IBC. The minimum issued capital may be one share of no par value or one share of par value. Registered shares, bearer shares, shares of no par value, preference shares, redeemable shares and shares with or without voting rights permitted.

Directors of the company : BVI Business Company requires a minimum of one director and corporate directors are permitted but no requirement to have resident directors. Details of the directors do not appear on the public file.

Company secretary : it is required that a company has a secretary within the country. This may be corporate body or individual resident in BVI.

Registered office : Every company, registered in BVI is required to have a registered office and address and a registered agent there, which should be notified to the Registrar.

Taxation : BVI Business Companies are exempt from the BVI income tax, from tax on dividends, interest, royalties, compensations and other amounts paid by a company; also they are exempt from all the capital gains, estate, inheritance, succession or gift tax with respect to any shares, debt obligations or other securities of the BVI IBC's. The companies are exempt from any kind of stamp duties relating in any way to its assets or activities, with an exception for land-ownership transactions in the BVI: in that case stamp duty remains payable.

Audit and financial returns : There is no requirement to file audited accounts or annual returns with the authorities but a company is required to keep financial records which should reflect the financial position of a company.

Meetings : The directors and the shareholders meetings need not be held in the British Virgin Islands; also there is no requirement for an Annual General Meeting. All meetings may be held outside BVI, by telephone or other electronic means.