BRITISH VIRGIN ISLANDS-OFFSHORE COMPANY FORMATION
The British Virgin Islands are a group of 46 islands in the Caribbean Sea adjacent to the US Virgin Islands, about 100 miles east of Puerto Rico. About 15,000 residents inhabit the BVI, with over 10,000 living on the largest island, Tortola. It is an English speaking British dependant territory. All legislation is based on British Common Law. The local government was among the first in the world, in 1984, to implement offshore company legislation - the (International Business Companies
The Act is considered by many professionals as the best of its kind, and in practice it works wonderfully, too! To date, the BVI evidently are the 'number one' jurisdiction for incorporation of International Business Companies: more than 400,000 IBCs have been registered by the local Registrar.
Banking and Communications
There are several major commercial banks in the BVI, which offer a full range of domestic and off-shore services.The US dollar is the official legal tender and the BVI does not exercise any exchange control. Telecommunications are modern and efficient with a full range of services. All major courier companies service the BVI.
The Financial Centre
The cornerstone of the corporate legislation in the BVI, the International Business Companies Act was enacted in 1984.This legislation has proved so popular that the BVI now boasts one of the largest corporate registries in the world.Conscious of the need to meet the requirements of the international financial community, the financial services industry has encouraged a regular review and enhancement of its legislation.The present legislation reflects the effort constantly made by the Government to move on a timely basis to expand the range of financial services available while enhancing the integrity of the jurisdiction.
Why the BVI?
- Regarded by professionals as one of the worlds premier offshore jurisdictions
- Strict confidentiality
- Commitment to integrity
- Proactive development of offshore financial legislation in close consultation with the private sector resulting in prudent and user friendly legislation
- Politically stable, common law jurisdiction
- Competitive pricing
- Exemption from local taxation
- Ease of incorporation and administration of companies
- US Dollar is the official currency
- Freedom from exchange controls
- Established professional infrastructure to support offshore financial sector
- Ease of transfer of companies to and from the BVI
- Modern, flexible mutual fund, insurance and trust legislation
Law and Taxation - Tax system facts:
Domestic corporate tax (15%) does not apply to international business companies provided all their business is offshore. The IBCs and all amounts paid by them to non-residents are exempt from all BVI taxes. There are no Double Taxation Treaties stipulating an exchange of tax related information with other countries.
The BVI has an independent legal and judicial system based on English Common Law, with a right of final appeal to the Privy Council in London. Policies and legislation are developed in close consultation with the private sector. Offshore business can be carried out in a tax-free environment.
|Corporative legislation||The Act on International Business Companies 1984, amended on 1988, 1990, 1994.|
|Form of tax-exempted company||International Business Company (IBC), hereinafter company;|
|Authorized business activities||All and any activities not prohibited by the law;
Providing of banking, insurance and re-insurance, trust services is subject to special license;
|Prohibited activities||Transactions with the residents of BVI, ownership of real estate on the territory of BVI;|
|Taxation||Company is exempted from all and any taxes and duties;|
|Name of the company||The name must not be identical or confusingly similar to the existing ones.
The name has to include the words Limited, Corporation, Incorporated, Societe Anonyme, Sociedad Anonima, Company, Limitada, Societe par actions, Aktiengesellschaft or abbreviations Ltd, Corp., Inc., A/S, AG, N.V., B.V., GmbH, S.A.
Words Assurance, Bank, Building Society, Chamber of Commerce, Chartered, Cooperative, Imperial, Insurance, Municipal, Royal, Trust Company, Trustee Company or other words with similar meaning may not be used in the name of IBC company;
|Who executes the foundation documents?||Signatories, whose functions are limited to signing of the foundation documents and nomination of the first director;|
|Equity capital of the company||Equity capital of the company is established by declaration, no mandatory contribution is required and no minimum/maximum limits are set;|
|Recommended equity capital||US$ 50,000 divided into 50,000 shares par value US$ 1;|
|Shares||Authorized emission of both registered and bearer shares with or without par value;|
- Minimum number
- Nominal shareholders
|One natural or legal entity;
|Does the law provide for non-disclosure of the information
-about actual owner of the company
-about bank operations
|Yes (the actual owner of company is not registered in BVI);
- minimum number
- nationality and citizenship
One natural or legal entity;
All the powers apart from those falling into exclusive competence of shareholders (as determined by memorandum, articles of association and/or the law);
|On the territory of BVI there has to be:
- registered office
- registered agent
|Holding of the meeting of shareholders/directors||Meetings may be hold in any part of the world, also by means of telephone communication;
Minutes may be kept at any place;
- keeping of accounting records
- annual account
- presentation of auditors conclusion
|Information at disposal to the third party||Memorandum and articles of association, the name of the registration office and registration agent;|
|Documents kept at the registered office||The book of shareholders, impress of seal;|
|Agreements on exemption from double taxation||None;|
|Term of incorporation||3 weeks;|
|Costs of registration of company||Look below|
|Financial year ending on:||March for companies incorporated in the first 6 months of a year; September for companies incorporated in the last 6 months of a year|
|Possibility to purchase a ready-made company:||YES|
BVI INTERNATIONAL BUSINESS COMPANY FEES STRUCTURE
I. THE BASIC SET OF SERVICES AND DOCUMENTS:
US$ 1,300 The set includes the applicable Minimal Government Registration Fee, a current year, Registered Agent and Registered Office Fee, Certificate of Incorporation, Memorandum & Articles of Association, Minutes with Appointment of Initial director(s), Share Certificates, courier fees worldwide.
II. OPTIONAL SERVICES
Legalization by Apostille (recommended): US$ 230
Note. BVI is a signatory to the Le Hague Convention of October 25, 1961, and therefore the documents of the company can be authenticated via Apostille and automatically legalized in all countries having signed the convention. So, there is no need to provide expensive and time consuming legalization in consular establishments when you are opening bank accounts, setting up a branch, purchasing a real estate property, etc.
US$ 150 per document for each extra copy of Certificate of Good Standing, Certificate of Incumbency, Certificate of Incorporation, Certificate of Formation, Memorandum & Articles of Association, Articles of Incorporation, or By-laws.
Certificate of Good Standing with Apostille: US$ 280
Nominee Director's Package: US$ 1,000
The Nominee Director's Package consists of corporate nominee director's services and general power of attorney authenticated by Apostille for one year.
Note. Using the General Power of Attorney you would be able to sign contracts, open, manage, and close bank accounts and generally do all things what the company director would do.
Full Nominees' Package: US$ 1,400
The package consists of the Nominee Director's Package (see above) and a Nominee Shareholder services.
VIRTUAL OFFICE IN THE BRITISH VIRGIN ISLANDS
MAIL AND FAX FORWARDING SERVICE
1. All mail or fax correspondence addressed to the Company will be forwarded to the Clients’ address. All mail correspondence will be forwarded weekly, unless indicated otherwise. All fax correspondence will be converted to pdf files and forwarded by email within two business days from the day of receipt, or forwarded by fax (choice of method in our discretion). As a matter of exception we may open mail correspondence for purposes of security, due diligence or proper identification of the correct recipient.
2. In addition to the service fee, handling charges will apply to each outgoing unit of correspondence (letter or package) at the rate of twice the actual postage costs. Handling charge for faxes is US$ 2 per page. The handling charges will be deducted from the forwarding costs deposit (invoiced in addition to the annual service fee). We will notify You as the costs deposit nears depletion. If the costs deposit becomes depleted and is not refunded, we will cease provision of the forwarding service until the deposit is re-funded. All mail will be held for six months and destroyed thereafter.
3. Only correspondence that can be clearly identified as addressed to the Company will be forwarded. We are not responsible for any loss or misplacement of correspondence due to incorrect or ambiguous addressing on such correspondence. We will not make any inquiries in regards of such correspondence. All correspondence that can not be clearly attributed to an active client will be held for six months and destroyed thereafter.
DOCUMENT RE-MAILING SERVICE
4.This service enables You to distribute Your documents, like invoices or commercial offerings, through our office. Such documents shall be sent to us in electronic format (doc or pdf) with respective intended recipients and their postal addresses clearly indicated in the body of such documents. Unless agreed otherwise, we will not provide signatures on any such documents. Documents will be printed “as is” and mailed as indicated. We will not distribute documents in pre-sealed envelopes. In addition to the fixed annual service fee, handling charges will be applied to each outgoing unit of correspondence (letter or package) at the rate of twice the actual postage costs. The service is provided for up to 10 outgoing units per month, unless agreed otherwise.
TELEPHONE CONFIRMATION SERVICE
5. A shared domestic telephone line (different from our normal business lines) will be used to take calls and messages on behalf of Your BVI company. This service enables You to show a BVI telephone number in Your letterheads and stationery. The call handling service is only available during our local business hours. We may record calls for further reference purposes. One telephone line may be used to service a reasonable amount of unrelated companies.
6. While the incoming calls will not be answered in Your company name, we will confirm upon request that the caller has reached the BVI office of Your company and will request caller to state his business and leave a message and his contact details. If such message is given, we will forward it to You by email or other method of communication. There will be a US$ 5 handling charge for relaying each message. We will not engage into any interactive and detailed business communication on behalf of Your company over the telephone, and we will not make any representations or statements as regards Your company’s business.
Virtual office fees:
1. MAIL and FAX FORWARDING:
The costs would be US$ 450 per year, or more depending on unusual quantity, weights, and frequency of forwarding plus mail costs. A minimum deposit at least US$ 100 to cover mail expenses is required.
2. Document re-mailing.
Service fee US$ 700 per year + deposit US$ 100 for handling charges.
3. Call handling.
Service fee US$ 700 per year + deposit US$ 100 for handling charges.
COMBINATION OF SERVICES
Mail and fax forwarding + document re-mailing:
US$ 950 per year + deposit US$ 200 for handling charges.
Mail and fax forwarding + call handling:
US$ 950 per year + deposit US$ 200 for handling charges.
All three services:
US$ 1,450 per year + deposit US$ 200 for handling charges.
- We reserve the right to change fees without notice.
- The payment options are: WIRE TRANSFER
International Business Companies Act with amendments
The first offshore legislation (The International Business Companies Act) was implemented in 1990. Its provisions acquired the best from the British Virgin Island's similar Act.