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Deluxe Package |
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 £ 835.00 | Annual Maintenance Fee £1,000 | | |
 This is our most popular package with international customers, and includes: -
 The formation of a business company usually takes as little as two to five working days from the time that your application and payment are received by Coddan;
The registration your BVI offshore company from scratch using our registered agent & registered office address, and appoint our own candidates to the role of a nominee director and a nominee shareholder;
The standard capital on formation is US$50,000 divided into 50,000 shares valued at no par value or US$1.00 each (it is not required to have all of the shares issued, but a minimum of one share must be issued);
The government and initiation fees for incorporation are included in the price of this package;
The search for business company name availability, confirmation, and reservation;
The preparation and submission of the memorandum and articles of association;
A local registered office address and a local registered agent for one year are included in the price of this package (our registered agent & office address service are charged annually);
The provision of a nominee director for 12 months is included in the price of this package (our nominee director service is charged annually);
 The provision of a nominee shareholder for 12 months is also included in the price of this package (our nominee shareholder service is charged annually);
To receive an original of the certificate of incorporation from the Companies Registrar usually takes as little as two to three days from the time of incorporation.
The following hard bound copy of corporate documents, will be posted to you upon formation of your offshore company: - An original certificate of incorporation;
A hard bound copy of the memorandum and articles of association;
The minutes of the first meeting of the board of directors;
A completed register of directors and shareholders;
An elegant printed share certificates;
A pliers seal;
Pre-signed, undated letters of resignation from a nominee director and a nominee shareholder;
A general power of attorney signed by a nominee director (additional fee applies);
A declaration of trust from a nominee shareholder;
An indemnity letter for the power of attorney;
A nominee agreement which provides for the indemnification of the nominees.
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| BVI Offshore Incorporation Legal Requirements | | |
A business company in the British Virgin Islands can trade within the British Virgin Islands or own real estate in the jurisdiction of the BVI.
A business company is required to have a registered office address in the British Virgin Islands.
A company is required to have a registered agent in the British Virgin Islands.
At least one director must be appointed as a managing director of a business company.
There is no maximum number of directors.
A director can be of any nationality.
Director(s) can be corporate bodies (another company, trust or a partnership) or private individuals.
At minimum, one shareholder must be appointed.
Shareholder(s) can be corporate bodies (another company, trust or a partnership) or private individuals.
The same person can be appointed both as a shareholder and a director.
Company officers may be resident outside of the British Virgin Islands.
The names and addresses of directors and shareholders are not available on the public record.
There is no requirement for appointing a resident shareholder or director.
There is no requirement for a resident secretary, but it is advisable.
The minimum paid in and issued capital may be just one share which is fully paid.
Shares can be issued with or without par value.
Shares may be issued in any recognisable currency or in more than one recognizable currency.
A BVI registered business companies do not have an obligation to prepare of file financial accounts. However, records must be kept that are sufficient to show and explain the company\'s transactions; and will, at any time, enable the financial position of the company to be determined with reasonable accuracy.
A BVI business company is exempt from the BVI income tax, the same exemption applies to all dividends, interest, rents, royalties, compensations and other amounts paid by a company, and all capital gains realised with respect to any shares, debt obligations or other securities of the company.
Confidentiality is one of the key features of the BVI business company as details of the company beneficial owners, directors and shareholders are not part of public record. Register of shareholders, register of directors and all minutes and resolutions by the company are kept only at the offices of the registered agent in complete confidentiality.
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Company Formation Home Page >> Offshore Company Incorporation & Offshore Companies Registration >> BVI Company Formations & BVI IBC IncorporationsOFFSHORE BVI COMPANY FORMATION. INCORPORATE OFFSHORE COMPANY IN BRITISH VIRGIN ISLANDS Welcome to Coddan online BVI Company formation agent. We offer BVI IBC incorporation services and ongoing company management in the British Virgin Islands. We provide BVI ready-made companies and off-the shelf companies as well as a "Name of your choice" service. Ongoing registration agency and registered office services are provided for as well as legal advice and support services. We recommend reviewing this site in its entirety, so that you are knowledgeable of the BVI jurisdiction and the powers granted to BVI companies. We will guide you through the process of incorporating your company and establishing your registered identity. Complete and submit an IBC application form. Adequate completion and submission of this form, along with the provision of payment, will enable Coddan to incorporate your proposed BVI offshore company within three business days. We will express mail your corporate documents to the mailing address you specify in your incorporation order. If you want to become familiar with the description and the contents of BVI offshore companies incorporation packages, offered by Coddan and to find above, what kind of service is included in this or that BVI off-shore IBC registration package, to get an idea about the price of annual renewal of the service, and about the general legal requirements to the company incorporation within British Virgin Islands, please, select the package you need from the list, situated below the banner. The information in the banner will be renewed according to the package you've chosen. You are welcome to discuss whether BVI offshore company is suitable for your purpose, both strategically and financially.
Coddan - online companies registration agent offering low-cost BVI company formation. In this site, you will be able find a number of information sheets, downloadable documents, and tips to help you start and run a successful business. For just £525.00 we provide you with a complete BVI companies formation package, ready to begin trading usually in under 2-5 days. Our prices include all Government and our professional fees and required documentation. Besides English, our experienced business consultants speak native Spanish, German, French, Polish and Russian languages and we can provide incorporation for non-British residents.
Should you wish to incorporate an offshore company, Coddan is able to offer a substantial savings. Coddan is a provider of offshore corporate, financial and electronic commerce services based in the British Virgin Islands (BVI). The BVI constitute one of the world's most reputable offshore commerce and finance centers, located approximately sixty miles east of Puerto Rico and two miles from St. Thomas, U.S. Virgin Islands. If you have an idea for a business, are setting up a business, or started your own business recently, bookmark this site now.
Do you want to incorporate a new BVI International Business Company using YOUR OWN Directors, Secretary and Shareholder? You've come to the right place. Coddan® (Coddan is the trading name of Coddan CPM LTD (project of Coddan Holdings (UK) LTD) - online new business incorporator offering BVI company creation with no paper form filling, cheap, fast and easy new legal entities incorporation. We offer help and advice with starting an offshore business, business development, offshore financial planning, raising finance, corporate recovery, payroll, nominee directors and secretarial services.
The IBC registration process is quick and easy. Most companies adopt standard Memorandum and Articles of Association, and the official review and approval process is completed in approximately 48-56 hours. The process for banks, trust companies, mutual funds and insurers is governed by additional, specific laws, and requires more detailed documentation. An IBC incorporated in the British Virgin Islands is registered in the BVI at the Registry of Companies, a division of the BVI Financial Services Commission. The Registry's files are publicly open to search, but the only information that is required to be filed with the Registry by an IBC is it's name, date of incorporation, a copy of it's Memorandum & Articles of Association, and the name and address of its registered office and registered agent in the BVI.
Coddan specialising in incorporation of International Business Companies, Companies Limited by Guarantee, Public Companies and Limited Partnerships. Coddan's range of services includes incorporation of International Business Companies in the British Virgin Islands (BVI), Nevis, Panama, Gibraltar, Cyprus, Seychelles, Bahamas, Belize, Hong Kong (where there are no corporate or personal income taxes, capital gains taxes, reporting requirements, or restrictions on company employment policies. The main restriction is that the company, being exempt from all local taxes and restrictions, may not conduct business within the tax haven itself) and corporate secretarial service (preparation of minutes, preparation and filing of licence fees, arrange for legalisation of documents). Our fees are extremely reasonable. We incorporate BVI offshore companies ourselves, which means you cut out the middleman fees and receive fast priority treatment.
We offer the most complete, cost-effective and affordable online BVI company set-up for small businesses. Unlike other companies who hide upfront costs, our fees are simple. We may offer you 2-5 days incorporation for only £525.00 - no hidden costs, memberships or other pricing strategies. In fact, we guarantee that our incorporating and secretarial service fees are the lowest that you will find. Coddan aims to provide you with a professional, yet affordable, range of business support services to enable you to incorporate and run your own successful business. Coddan offers related services: nominee secretary, nominee director, registered office facility, power of attorney signed in the presence of a notary, certified copy documents, such as certificates of incorporation, certificates of good standing, Apostille and legalisations at consulates, certified copies of documents, certified by a notary and any other documents for abroad, which require a notary stamp.
 How to Become a BVI International Business Company » Click Here for More Details |
In addition, the following are the standard post-incorporation services generally available: Good standing certificates. Customized certificates to meet specialized business needs. Continuation or re-domiciliation in to or out of the BVI. Mergers of International Business Companies and foreign companies. Quick elementary searches of all companies registered in the BVI. Liquidation (voluntary dissolution and winding up) of solvent IBCs. Corporate restructuring and registration of related papers. Full corporate back office and administration services. You do not have to leave your home or office to preserve your wealth. You can complete offshore incorporation by registering an international business company (IBC) directly from your home or office computer. You can place your assets in a safe offshore tax haven through the company formed in one of the safest offshore jurisdictions - BVI, Panama, Nevis or Seychelles. A BVI, Panamanian, Nevis or Seychelles tax exempt offshore IBC can serve you as a perfect vehicle on the road to tax reduction and asset protection.
Compare Prices of Various Forms of Companies » All Inclusive Company Formation? I Want to Check Your Packages & Costs |
As ancillary services to the formation of offshore BVI companies, we can offer you the following services:
Nominee Directors from - £166.00
Nominee Company Secretaries from - £120.00
Nominee Shareholders from - £110.00
Registered Office and Agent - £380.00 (per year)
Maintenance of Statutory Registers and Filing of Annual Returns
Preparation of Special Resolutions from £50.00
Bank Introductions from - £400.00
Day-to-day Administration
Telephone Answering
Post Office Box
Computerised Book-keeping and Production General Power of Attorney
Notarial and Apostille Services from £100.00
International Re-invoicing Services
You May Use This Form to Register a New Limited Company » Click Here if You Want to Incorporate a BVI Company Online  |
BVI Off-The-Shelf Companies: do you want to incorporate your business in British Virgin Islands or to transfer your activity to a new company and at the same time don't you want or cannot wait? Ready-Made Company is the answer. A ready made company is a private limited company that has already been incorporated as a general commercial company and is ready to trade immediately. Readymade company is ideal, if you need purchase house, flat or any other real estate. We have many BVI and other offshore jurisdictions Ready For Sale companies, which are ready to trade, and can be transferred to you within 2 days. We offer substantial consulting in completing the proper merging and organisation of a shelf company. Annual return dates, duties and company account return dates are dependent on the original date of incorporation not the purchases date. Please note that all our ready-made companies are formed with General Commercial objects and are therefore able to conduct any nature of business. Off-the-shelf and ready-made are companies which have been incorporated by Coddan in the past yet have not engaged in any business activities since their registration. Generally, aged companies are more valuable than new companies.
You May Use This Link to Select a BVI Ready-Made Company » Let Me Check Your List of Ready-Made Companies |
 ECONOMY BVI IBC registration package - £525.00. This package offers fast electronic company formations documents and like all of our incorporation products is usually completed with in 2-5 days. This package includes the submission and incorporation of your company at Companies Registrar, Certificate of Incorporation & Memorandum and Articles of Association . Our fast few days' incorporation service which ENABLES YOU TO APPOINT YOUR OWN directors and shareholders and details straight away. Your company is then submitted for registration with your choices as the original company officers.
All BVI registered companies are legally required to have a registered office address. It is the address of a company to which Companies Registrar letters and reminders will be sent. The registered office address must always be an effective address for delivering documents to the company, and to avoid delays it is important that all correspondence sent to this address is dealt with promptly. Our registered office address will be recorded at Companies Registrar and all official mail will be forwarded to your designated address. Please note that this address SHOULD NOT be used for any trading purposes or general correspondence. Please note registered office address is not to be used for general correspondence; our trade mail service is available for this purpose.
You May Use This Form to Incorporate a New Company » Economy Incorporation Package - £525.00 (incorporation, government taxes and government fees are included) |
 PREMIER BVI IBC incorporation package - £690.00. Premier company incorporations are our premier offering. This package includes prepaid registered office and NOMINEE DIRECTOR SERVICE (incl. General Power of Attorney).
If you do not wish to disclose director and shareholder names and other personal details for the incorporation, we can provide a nominee director and a nominee shareholder. Usually one share is issued to the company director, who will issue a Declaration of Trust in favor of the company owner. This service has been designed to allow our clients to retain their privacy for legitimate reasons in a world where your personal information can easily be obtained by anyone that knows where to look. This service is not to be used for any illegal purposes.
We have designed a specialist service to provide our clients with anonymity from their limited company. By appointing our corporate nominee director you can remain anonymous from your company, as no personal details will be recorded at Companies House. You will still control the company as an authorised representative but it will not be possible to search Companies House records to identify you. If you combine the nominee director service with our nominee shareholder and nominee secretary then no reference will be made to you at Companies House. You will however still retain full control and ownership of the company through our specialist agreements.
You May Use This Form to Incorporate a New Company » Premier Incorporation Package - £690.00 (incorporation, government taxes and government fees are included) |
 DELUXE BVI business start-up package - £800.00. This package includes prepaid registered office, prepaid nominee director for 12 months (incl. General Power of Attorney) and nominee shareholder service.
Coddan provides Nominee Shareholders to serve as proxies for the company owners and to act on their behalf. Our corporate nominees will hold the shares for clients under a legally executed Declaration of Trust. Our fee covers the cost of reasonable handling of official documents, which will be sent via the normal postal service. This does not cover Trade correspondence or the use of express or courier services. The Nominee will respect the confidentiality of the Company and its Beneficiaries except with regard to authorities legally authorised to make proper enquiries. The Nominee will not become involved in the affairs of the Company or take responsibility for contracts or any trade matters. The Nominee relies on the Beneficiaries providing correct, up-to-date information including personal details. The Nominee maintains the right to refuse to sign documents that, in our opinion, may be misleading or unlawful. The Nominee is legally obliged to report evidence that may point to unlawful activity by the Company or the Beneficiary. A single Nominee can only represent a single beneficiary. Where a company has multiple Beneficiaries requiring nominees each Beneficiary will require a separate Nominee to represent them and vote as their proxy. A contract will be provided for each beneficiary. A renewal invoice is issued each year several weeks before the renewal date. If payment is not received this service will cease and the Nominee will resign.
There are many business structures entrepreneurs can choose from when it comes to setting up a business. Choosing a business structure can be a complicated task, however, the first step is to ascertain the best structure for your business needs. One option is to set-up your business as a registered company, such as a International Business Company or Local Private Company. Most companies registered in the British Virgin Islands are International Business Companies and this is also the preferred option for most small businesses. | 
| 1. An IBC cannot trade within the BVI or own real estate there. Company subscribers may be resident outside the BVI.
2. BVI IBC is TAX EXEMPT on all income earned worldwide.
3. The company is required to have a registered office in the BVI. You must appoint a minimum of 1 director. There is no maximum number of directors.
4. Directors can be corporate bodies or private individuals. A director can be of any nationality.
5. There has to be at least one shareholder. The names and address of shareholders are not available to the public.
6. Shareholder and director may be the same person. There is no requirement for appointing local shareholder and director.
7. There is no requirement for a resident secretary. There is no paid-in capital requirement.
8. The minimum paid in and issued capital may be one share which is fully paid. Shares can be issued with or without par value.
9. Shares may be issued in any recognizable currency or in more than one recognizable currency.
10. BVI IBC records and accounts do not have to be held or filed with the authorities.
Monday - Friday: 9:30am to 17:30pm
 +44 (0) 207.748.3039
+44 (0) 800.081.1510
 info@usaformation.com |
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Some shareholders may require confidentiality for commercial reasons. For example, whilst directors may apply for confidentiality orders to keep their home addresses private, this facility is not available to shareholders. Companies may also wish to keep secret their ownership of development companies, for valid commercial reasons. The name of the nominee shareholder then appears on all public records relating to the shareholding.
You May Use This Form to Setting-Up a New Company » Deluxe Start Up Package - £800.00 (incorporation, government taxes and government fees are included) |
Live Help » Live Help is a real time "chat" feature which enables you to interact with a customer service representative without a phone call. Get answers to your questions while using our website. Clicking the "Live Help" button will start an on-line session with one of our representatives. Live Help is currently available during normal business hours. Outside of the above opening hours our business center will be closed. When you click on the button you will see an e-mail form that will allow you to send us a mail with your questions. Live Help is absolutely free! There are no hidden fees. We offer the service as a courtesy to our website visitors. Dear visitors, while having a chat session with a customer, we are frequently requested to give a piece of advice on tax planning or business structuring. We would like to inform you that it is against our principles to provide online advice pertaining to these issues. The points that may be covered during a session include service description, package or service price, navigation at our website, ways of making an order, methods of payment etc. Yet, if you wish us to provide you with advice on tax or business structuring, you should be aware that this service is chargeable. If you have any questions please E-Mail or call us: Call FREE 0800 081 1510, Overseas Residents: +44 845 020 4269 or +44 20 7748 3039, Fax: +44 20 7681 3318.
Dear Visitors and Our Potential Clients » Please be advised that the BVI Government has adopted a new legislation, which places all the BVI corporate entities within a zero tax regime and restructures the company registration and license fee schedules. The new legislation named BVI Business Companies Act, will replace the existing Companies Act and International Business Companies (IBC) Act.
According to the BVI authorities, the purpose of the BVI Business Companies Act is "to ensure that (the BVI) continues to offer modern, flexible and innovative business companies' legislation that remains attractive to international clients while at the same time providing a suitable legal framework for firms undertaking domestic business." All our clients who have instructed us to incorporate companies in the BVI or may require company incorporation in the future, note the following changes for the different periods:
COMPANIES INCORPORATED UP TO DECEMBER 31, 2004. Transition Period: To ensure seamless transition to the new regime, the BVI authorities have proposed a two-year transition period during which both, the existing IBC Act and the new BVI Business Companies Act will be in force. Companies already incorporated under the IBC Act or the local Companies Act will be permitted to continue their incorporation under those respective Acts until January 1, 2007 in which they will be automatically registered under the BVI Business Companies Act. Bearer Shares: All companies incorporated before January 1, 2005 and that opt for retaining the rights to issue bearer shares must immobilize said shares with an authorized or recognized custodian by December 31, 2010. If the company chooses to register the existing shares, the M&AA must be amended. If the companies choose to maintain the ability to issue bearer shares, it will be subject to increased fee provision in 2008, as yet undisclosed.
COMPANIES INCORPORATED ON OR AFTER JANUARY 1, 2005. Transition Period: The two-year transition period allows new incorporations after January 1, 2005 under all three Acts: IBC Act, the local Companies Act and the new BVI Business Companies Act. After January 1, 2006, new incorporations will be possible only under the new BVI Business Companies Act. Bearer Shares: All companies incorporated after January 1, 2005 and opt for retaining the rights to issue bearer shares must immobilize said shares with an authorized or recognized custodian. Companies allowing bearer shares their M&AA will also be subject to higher fees, as specified above.
 Please read the following before you get started:  BRITISH VIRGIN ISLANDS. EXECUTIVE SUMMARY The British Virgin Islands is one of the pre-eminent corporate domiciles in the world. BVI International Business Companies (IBCs) are among the most frequently used and most versatile legal entities in international tax planning and corporate group structuring. Coddan 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, partnerships and trusts. 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. Our clients, based in numerous countries, include private and public companies, start-up ventures, law firms and banks. Our lawyers advise on the establishment of local and international limited partnerships. We attend to the filing and maintenance of these partnerships with our organization providing a full range of registered agent services.
The British Virgin Islands seem to have got as close to being a perfect 'private' offshore international financial centre as can be imagined. For 25 years the Government has welcomed offshore business, and has created a world-standard regulatory structure to avoid money-laundering and other criminal activity. Like Bermuda, the BVI decided not to encourage the gracowth of offshore banking, but the BVI International Business Company must be the world's most successful offshore entity, and is used extensively in financial holding and investment structures, as well as in trust management. The BVI have also been successful in developing mutual funds and captives, although not being the leading jurisdiction in either case. Finally, the BVI have a strong position in yachting both as a registry and as an operating base.
The British Virgin Islands (BVI) are the group of islands located about sixty miles due east of Puerto Rico. The principal islands are Tortola and Virgin Gorda. Road Town is the capital city and financial center of the BVI, located on the island of Tortola, which is connected by a toll bridge to Beef Island and where the international airport is situated. The islands of the BVI were christened by Christopher Columbus when sighted in 1493 on his second expedition to the New World as "Las Once Mil Virgines", in honour of St. Ursula and her maidens who sacrificed their lives for God in 4th Century Cologne. The Crest of St. Ursula is the national symbol of the BVI. The BVI is politically stable; under the 1967 constitution, the Governor represents the Queen and heads an Executive Council. There is 13-member elected Legislative Council.
As a British Overseas Territory with a long history of political stability, the BVI offers all the security traditionally associated with the British flag. The territory is responsible for its own internal self-government, and is governed by a democratically elected Legislative and Executive Council. Democratic elections are held at least once every four years. BVI Law is based on the British Legal System and English Common Law. The court system is made up of a Magistrates Court, a High Court and a Circuit Court of Appeal of the Eastern Caribbean Supreme Court with final appeal to the Privy Council in England. International banking, commercial and financial services are available in Road Town, and communication facilities in the BVI are first rate.
The only significant tax in the BVI is income tax, which applies to the relatively few local companies and to individuals; there are customs duties and some real estate taxes. The population of 19,000 is of mixed European and Caribbean origin. There is minor tension between the settled population and recently arrived Caribbean economic migrants. The economy is highly dependent on tourism, with financial services also important. There is no pressure for constitutional change. The local currency is the US Dollar, and there are no exchange controls.
The BVI introduced its outstandingly successful International Business Company (IBC) in 1984; there are now more than 400,000 IBCs, with Hong Kong and Latin America the main sources of clients. The BVI has significant mutual fund and captive insurance sectors. Banking activity is, by design, quite minor. The BVI has tried hard to exclude money laundering, mostly with success, and has a relatively good reputation. Offshore business uses the International Business Company, the Limited Partnership and the Trust; all are exempt from taxation. In conclusion, the BVI Government has a clear understanding of the value and importance of the Financial Services Sector to the local economy. It is uncommon that any government devotes so much of its planning and resources to make the private sector so globally competitive. Government licence fees and charges by the BVI Companies Registry have remained unchanged and as such are extremely reasonable in contrast with other offshore jurisdictions. As the global economy continues to open up to free trade, OFCs will also develop and expand their range of financial services. It is evident from observing the evolution of BVI law, and its resultant economic activity, that emerging worldwide markets will continue to assist this trend, making the British Virgin Islands a key international commercial and financial business center in the 21st Century.
In common with many other offshore jurisdictions, the British Virgin Islands is responding to pressure from the OECD and FATF by tightening up its regulatory regime. The BVI Government established an independent regulatory body - the Financial Services Commission (FSC) - on 1 January 2002. Then, in October 2002, the BVI Finance Centre was established under the FSC as dedicated financial services marketing unit designed to promote the BVI as a premier international centre for financial services. The Finance Centre is responsible for providing information on the BVI and its activities, coordinating BVI participation at industry conferences and events, liaising with the media and producing marketing material including advertising, brochures and a new web site.
BVI FINANCIAL HOLDING AND INVESTMENT The phenomenal growth of the BVI International Business Company (IBC), with more than 300,000 IBCs incorporated by 1998, has been fed by political instability in Latin and Central America, and more recently the handover of Hong Kong to mainland China. It is difficult to be sure why the BVI became the jurisdiction of choice for these markets: of course, the IBC is highly flexible; secrecy is good; the BVI's reputation is good; there is common law; and so on. But other jurisdictions could make similar claims. At all events, it happened, and the IBC's success has a knock-on effect in terms of the diversity and professionalism of supporting services in the BVI. The authorities are keen to expand into new markets, and will no doubt legislate further to open up new possibilities.
The great majority of existing IBCs have been formed as asset protection vehicles, sometimes in association with trusts, either to hold shares or other types of asset. The formation process is in the hands of licensed, registered agents, who act as 'gate-keepers', in defence of the BVI's reputation, carrying out 'due diligence' searches in order to establish the bona fides of incoming clients. There are 70 such agents, licensed under the Banks, Trusts and Company Managers Act 1990, who offer a range of post-incorporation services in addition to incorporation.
IBCs are allowed to issue bearer shares, but as from 2002 they have to be held by an authorised intermediary, who must also record the identity of the beneficial owner. According to the Caribbean Development Bank's Annual Report 2000, the BVI's financial sector experienced significant growth with IBC registrations on the increase. In excess of 64,000 new IBCs were licensed during 2000, which represented a 19 per cent increase on figures for 1999, bringing the total number of registered IBCs to 368,000.
BRITISH VIRGIN ISLANDS. FORMS OF OFFSHORE OPERATION The vast majority of companies formed in the BVI for offshore purposes are incorporated under the International Business Companies Act 1984. However this law did not supersede the existing Companies Law 1963, also known as Cap. 285, which is based on English law and is used to form various types of company used by businesses trading in the BVI, and also for certain other special purposes.
Companies formed under the Companies Act 1963 are often referred to as 'CAC', 'CapCo', or 'Cap. 285' companies. They can be BVI private companies limited by shares, limited by guarantee, or hybrid; or they can be unlimited, but that is rare. Public companies can also be formed under the Act. For all these types of company, Memorandum and Articles of Association must be filed at the Companies Registry, along with the company registration fee. For companies limited by shares the Articles of Association can follow the Memorandum - 'Table A' applies if no Articles are registered. Foreign companies can re-establish themselves in the BVI without the necessity for reciprocal arrangements in the original country of incorporation. An IBC wishing to leave the BVI may do so.
BRITISH VIRGIN ISLANDS COMPANY LIMITED BY GUARANTEE The BVI Companies Act (Cap. 285) provides for the establishment of domestic companies limited by guarantee. Such companies have no authorised share capital and no shareholders. A domestic company can apply to the BVI Companies Registry for status as a "non-resident company" and thereby secure exempt status from BVI corporation tax on income not sourced in or remitted to the BVI. It is required under the BVI Companies Act that the Memorandum and Articles of Association of a company limited by guarantee shall contain a declaration that each member undertakes to contribute (quote) "to the assets of the company, in the event of the same being wound up during the time that he is a member, or within one year afterwards, for payment of the debts and liabilities of the company contracted before the time at which he ceases to be a member, and of the costs, charges and expenses of winding up the company, and for the adjustment of the rights of the contributories amongst themselves, such amount as may be required, not exceeding a specified amount".
The name of the proposed company must end in "Limited". The Articles of Association can be drafted so that membership rights are pari passu, or in whatever fixed proportions as are set out therein. A company limited by guarantee can undertake commercial activities without the need for any subscribed equity capital.
BVI guarantee company can achieve (through specialised drafting of the Memorandum and Articles of Association) several purposes, including serving as an offshore holding company, asset protection, charity, investment, private company in lieu of a private trust, real estate, succession company in lieu of a will or grant of administration, or private annuity company. Note that there are slight differences between incorporating a CAP285 company limited by guarantee and a normal CAP285 domestic company, and therefore the procedure will vary slightly.
NB: It is possible to incorporate a BVI company limited by guarantee under the Companies Act (Cap 285) for non-BVI residents, but it will be a local company, rather than an IBC. It is possible, however, to then request that in the Companies Registry they give the company status as non-resident, which will SECURE exempt status from BVI corporation tax on income not sourced in or remitted to the BVI.
The following special features are available to a company by guarantee: control of the company is achieved without holding of shares. Exclusion of the membership from registration on a share register or annual return of shareholders. Ownership in the form of membership can be made non-transferable in the articles of association. Ability to utilize the company as a succession vehicle. Asset devolution on the death of a member can be achieved without requirement for probate. Ability (subject to appropriate tax advice being taken by the client) in certain tax jurisdictions for distribution from the company to be categorized as capital gain rather than as income. Independent tax advice should be obtained by the client in the client's tax domicile.
BRITISH VIRGIN ISLANDS HYBRID 'CAP 285' COMPANY BVI hybrid company under the Companies Act usually has a group of shareholding members which is distinct from the group of guarantors. The shareholders can have 100% of the voting power, and can execute a trust deed in respect of their shareholdings; under the BVI's trust legislation. A trust Protector can be appointed to oversee the trustees' actions. The result, if the company is set up correctly, is to separate control and membership of the company from beneficial interest, which is sometimes desirable. Hybrid companies can be resident or non-resident, as for companies limited by shares. The fee payable on incorporation and the annual registration fees are as for companies limited by shares.
WHAT IS AN INTERNATIONAL BUSINESS COMPANY (IBC)? An International Business Company is a corporate vehicle having limited liability, which, provided it has no business activities in the British Virgin Islands, is wholly exempt from BVI tax on its income and from inheritance or estate tax on its shares. Only a nominal 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 without breaching this restriction.
The International Business Company is the most widely used vehicle for offshore operations in the BVI; it normally takes the form of a private company limited by shares. The governing legislation is the International Business Companies Act 1984, updated by the International Business Companies (Amendment) Act 1990 and the International Business Companies (Amendment) Act 2002, which restricted bearer shares and imposed record-keeping requirements on professional intermediaries.
Statutory requirements however remain minimal, and flexible: only one director and one shareholder are required. Shareholders, directors and officers need not be resident in the BVI and there is no stipulation as to their nationality. There is no minimum capital requirement; shares may be either registered or bearer and may be issued in any currency (bearer shares now have to be deposited with an authorised intermediary, who must record the identity of the beneficial owner). 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. Shareholders' and directors' meetings need not be held in the BVI and can be held by telephone. The Memorandum and Articles of Association are the only documents to be held on the public record.
IBC status is granted subject to certain conditions: no business may be transacted with residents in the BVI. No ownership interest in real property in the BVI is permitted; property may be leased for office use only. Banking or trust business may be carried on only if an appropriate license is issued. Likewise, a licence is required to carry on insurance or re-insurance business. Engaging in the business of company management or providing registered facilities for BVI incorporated companies is not permitted. IBCs are permitted to own shares in other BVI companies, maintain bank accounts in the jurisdiction and employ the services of local professionals. IBCs are exempt from British Virgin Islands taxes by statute. It is usual to use a registered agent in the BVI to incorporate an IBC.
What are the main advantages of an IBC? By incorporating in the BVI, a business gains a wide range of competitive advantages, including: exemption from all local taxes and stamp duty. Flexible and creative corporate structures for international businesses. Online name reservation and company formation (fulfilment within 48 hours). Customized corporate certificates and document verification. Option of one or more shareholder(s) or director(s); no residency requirements. Company directors. New BVI legislation will make it mandatory for register of directors to be kept at the registered office of an IBC. Presently, although there is no obligation to keep a register of directors, diligent company secretaries will take advantage of Section 43A (1) (International Business Companies Act 1984 as amended) and elect to maintain such a register, which can be kept anywhere in the world. The BVI government have, however, registered pressure to make the register of directors a matter of public record. It will not be necessary to create backdated registers, so the workload on corporate service providers who have not been maintaining a register of directors should not be too onerous. No accounting, organizational or annual general meeting requirements. Freedom to transfer assets or merge or consolidate with foreign entities. Availability of bearer shares and no minimum required capital. Bearer shares offer advantages in respect of the ease of transfer of interests in a company and there are, of course, legitimate tax benefits associated with these instruments. However, it has been acknowledged by the authorities that bearer shares are vulnerable to misuse. For both compliance purposes and the general security of the owner, the Financial Service Commission believe that the issue of bearer shares should be controlled. In practice, the issuance of bearer shares is in fact "controlled" by local corporate service providers, to do otherwise would breach existing "know your customer" requirements under prevailing anti money laundering legislation. However, the legislation will formalize the process by restricting the mobility of bearer shares. This is to be achieved by requiring that the bearer share warrants must be held by an approved custodian. There will be two categories of custodian - authorized custodian and recognized custodian. Shares issued in any currency or for consideration other than cash. Access to experienced and trustworthy local industry professionals. Highly competitive government and registered agent fees and costs.
WHAT ARE THE MAIN USES OF A BVI INTERNATIONAL BUSINESS COMPANY? For the international investor, BVI's advantages include: reasonable formation and maintenance costs and fees. Speedy IBC incorporation procedures and simple ongoing administration. No requirement to disclose beneficial owners; no requirement to file annual returns or financial statements; no requirement to hold annual general meetings of shareholders or directors. Full exemption from taxation on any business activity or transaction carried out outside B.V.I. Complete business privacy and confidentiality. No minimum or maximum capital requirements. BVI IBCs may engage in any lawful business in any country and may carry on transactions in whatever currencies they choose. BVI IBCs need not have more than one director. Neither the directors nor the officers need be shareholders. The shareholders, directors, and officers may be of any nationality and may be residents of any country. Directors and/or officers can be either corporate entities or natural persons. There is no requirement to register initial or ongoing changes in directors and/or officers. Shareholders and/or directors may hold their meetings in any country and they may attend such meetings by proxy. The accounting books of the company may be kept at the registered office of the company or abroad. Choice of "Inc", "Incorporated", "Corp", "Corporation", "Ltd", "Limited" or "SA". Familiarity of incorporation documents (Memorandum & Articles of Association, Certificate of Incorporation) because B.V.I. is a British jurisdiction. Use of apostille should documentation need to be legalised. Incorporation documents may be drafted in Spanish or any other language together with an English translation. Uses of a BVI IBC:
Uses of a BVI International Business Company: holder of bank accounts, trusts, fixed deposits, investment plans and any other financial or commercial title. Owner of the shares of other companies or legal entities. Owner of apartments, houses, buildings and any other movable or immovable property or goods. Manager and promoter of international business transactions. Leasing of vehicles, machinery and others. To give or receive money for loans, commissions or others. Marketing and promotion of products and services. Other commercial and financial activities. For persons who desire a basic income tax-neutral offshore asset protection and investment vehicle, we have developed a very flexible, modular offshore asset protection structure. This structure is particularly well suited to hold and protect cash, marketable securities, closely held business interests, receivables, and other personal property interests. With additional planning, it is also possible to protect real property within this structure.
This basic offshore asset protection and investment structure: provides a high degree of asset protection, along with other significant advantages, including: the opportunity for truly diversified investing in global markets otherwise closed to U.S. and U.K. investors; facilitation of the transfer of wealth to other family members while avoiding the hazards and restrictions of other forms of co-ownership; consolidation of management of family assets; ease of liquidation; restrictions on the access of non-family members (ex-spouses, etc.) to family assets; investment flexibility without the restrictions placed on trustee-directed investments, such as prudent investor rules. Is income tax neutral, i.e., you will pay no more or no less tax than you would without the structure, and is intended to be fully disclosed to Internal Revenue Service, although it is designed to legally minimize required foreign entity information reporting. Can be designed to provide estate tax advantages in the same manner as a U.S. family limited partnership or family limited liability company (LLC). Contains significant disincentives for future creditors designed to discourage a creditor attack. Provides privacy, but does not rely on secrecy for its effectiveness. Is very flexible and is designed so that it is easy to add assets or additional asset protection modules (such as additional domestic or offshore LLCs, IBCs or trusts) to the structure. Is designed so that partial or total liquidation is quick and easy. Is easy to operate; and can be formed and capitalized very quickly.
The lynchpin in the structure is an offshore IBC, most often formed in BVI. An International Business Company (IBC), most often formed in the Seychelles, is formed to serve as the manager of the BVI IBC. Ownership of the managing IBC is structured according to the client's individual needs. Ideally, the IBC shares will be held by a Panamanian Private Foundation. The proper use of a Foundation in this capacity does not present the sorts of problems often raised by the use of offshore self-settled spendthrift asset protection trusts.
This structure is very flexible and is modular; additional features may be added with relative ease to segregate and protect various classes of assets. Additional BVI IBC business identity services (mail, phone, fax, and e-mail) can be provided for a small annual fee. This basic asset protection and investment structure is entirely legal, and is designed to be fully disclosed to the IRS (or UK IR). The structure will generally be treated no differently than U.S. structures for tax purposes, although there may be foreign entity and/or foreign trust information reporting requirements (which for most clients are less onerous than is often described). While the structure may open up tax-advantaged offshore investment opportunities for its owners, such as offshore variable life insurance and offshore variable annuities, there are no income tax advantages particular to this basic asset protection structure. The structure is designed to provide simple pass-through taxation.
HOW TO ESTABLISH A BVI INTERNATIONAL BUSINESS COMPANY (IBC)? The British Virgin Islands International Business Company formation and registration process is quick and easy. For most companies the documentation is simple and brief and the official review and approval at Companies House are completed in approximately 48 hours. To this must be added our own management and processing time plus any time spent in finding a suitable company name. An IBC is incorporated by the filing in duplicate of the Company's Memorandum and Articles with the Registrar of Companies (the "Registrar") signed by its registered agent as subscriber in the presence of and attested by a witness (S.3;12.3). Included with the incorporating documents must be a certification by the company's registered agent that all the requirements of the IBC Ordinance in respect to incorporation have been complied with (S.14.1b). There is no requirement to publicize an intention to incorporate, nor is there any pre-approval by any BVI regulatory body. The registered agent is required to perform a due diligence review on the promoters of the company.
Every BVI company files a copy of its Memorandum and Articles of Association, or "M&A" with the Registrar of Companies upon incorporation. These documents can be extremely brief or very detailed, depends on the law in the particular jurisdiction and on the practices of the particular incorporation agent. These documents lay out all the general information about the company. Usually these documents describe the type of company, its address, operational objects, authorised capital, the procedure for appointing and dismissing directors and officers and their scope of competence and responsibility, the procedure of share allocation, how shareholder's meetings are called and the competence of such meetings and how it should be executed, the procedures of keeping accounts, liquidation and similar administrative matters that are characteristic to any corporate entity.
The Memorandum and Articles of an offshore company are usually signed by a person called "Subscriber" or "Incorporator". The Subscriber is simply a person (or, more often, a dedicated company) closely associated with your offshore service provider. The Subscriber essentially incorporates the company for you and acts as the first shareholder on your behalf. Otherwise you would have to travel to the offshore jurisdiction and sign the documentation personally. The Subscriber usually subscribes for the legally acceptable minimum amount of shares in the company. After the registration of the company, the initial Subscriber may remain registered on public file as the (nominee) shareholder, or the minimum amount of shares that he usually holds can be transferred to the actual client.
Having been satisfied that all of the IBC Ordinance's incorporation requirements have been met, the Registrar will register the Memorandum and Articles and issue a certificate of incorporation certifying that the company is incorporated on that date (S.14.3). If all appropriate information is provided to the registered agent, the filing of the Memorandum and Articles with the Registrar for the purpose of effecting incorporation can usually be accomplished within a business day. The issuance of a certificate of incorporation will usually follow within a couple of days thereafter.
All offshore jurisdictions require that all international business companies (non-resident companies, offshore companies, etc.) have an address in that country. This is called the registered address. The formal purpose of this address is to have an exact whereabouts of the company for the purpose of official correspondence or inquiries from the government. Most often these are just the annual report forms and the annual government fee notices that get sent to the registered address.
Most offshore jurisdictions also require maintaining a registered agent within their territory. Usually the registered agent is located in the registered address of the company. The purpose is again the same, to have some person (or, more often, a firm) who acts as an "intermediary" between the government and the particular offshore company. The name and address of the registered agent are registered on public file in the Registrar of Companies, so this information is accessible to anyone who cares to ask.
An IBC is managed by a board of directors, which consists of one or more persons who can be either individuals or companies (S.42). The Articles determine the number of directors (S.44). None of the directors need be residents of the British Virgin Islands. The first directors are elected by the subscriber(s) to the Memorandum; and thereafter are elected and removed either by the members or, if the Memorandum or Articles permit, by the other directors (S.43). A company may maintain a register setting forth the names and addresses of the directors and if so, a copy must be kept at the registered office (S.43.A1). The register need not be available for inspection by the public. However, the IBC may elect to register its register of directors with the Registrar, which then makes it available for public inspection (S.111.A1.b).
Directors meetings may be held within or outside the BVI and a director participating in the meeting by electronic means will be deemed to be present at the meeting if all the directors participating are able to hear each other (S.48). A director must be given at least 3 days notice of a directors' meeting (S.49.1). However, a directors meeting which contravenes this requirement can still be valid if all of the directors or such majority as specified in the Memorandum or Articles have waived notice. The presence of a director at the meeting constitutes waiver on his part (S.49.2). A quorum for a meeting of directors, unless the Memorandum or Articles state otherwise, is half the total number of directors present in person or by alternate, at the commencement of the meeting (S.50). An action that may be taken by the directors at a meeting may also be taken by a unanimous resolution of the directors in writing or written electronic communication, without the need of any notice (S.51).
Documents Download »
BVI Banks And Trust Companies Act, 1990 (112Kb RTF file)
BVI Companies Act (as amended) (511Kb RTF file)
BVI Company Management Act, 1990 (88Kb RTF file)
BVI International Business Companies Act, 1984 (298Kb RTF file)
BVI Mutual Funds Act, 1996 (100Kb RTF file)
The Partnership Act, 1996 (201Kb RTF file)
Income Tax Act (220Kb RTF file)
Trustee Ordinance (210Kb RTF file)
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Offshore Companies
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