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Jurisdictions - British Virgin Islands


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British Virgin Islands

General information 

Located in the Caribbean, between the Caribbean Sea and the North Atlantic Ocean, east of Puerto Rico, the BVI has a population of approximately 24,000.  The official language is English and the currency used is the US$. The legal system used is English law. The BVI is a self-governing British Crown colony and has a ministerial system of government operating under a constitution which was adopted in 1967. 

Types of company 

All companies incorporated in the BVI are established under the BVI Business Companies Act, 2004 as amended by the BVI Business Companies (Amendment) Act 2005, which came into effect on 1 January 2007.  The following types of company can be established in the BVI: 
  • Companies limited by shares
  • Companies limited by guarantee
  • Restricted purpose companies
  • Segregated portfolio companies
  • Unlimited companies
  • Hybrid companies

Company names 

Any company incorporated under the Act must bear a name ending in one of the following: Limited, Corporation, Incorporated Société Anonyme, Sociedad Anonima, Unlimited, or any of the commonly used abbreviations of the same.  No company can be incorporated under the Act with a name that is identical to, or closely resembles the name of a company already in existence.  Furthermore, names such as Assurance, Bank, Building Society, Royal, Trust Company, Trustee Company etc will require justification. 

Restriction on activities 

Licensing is required for business activities related to banking, insurance, investments and gaming.

Approval of names & time required to incorporate a company 

The approval of names takes 24 hours, with a further 24 hours required for the incorporation of the company.  

Share capital & government license fee 

The standard authorised share capital is US$ 50,000, on which an annual government license fee of US$350 is payable. If the authorised share capital is in excess of US$50,000 then the annual government license fee is US$ 1,100.  The share capital may be divided into different classes and can be denominated in any recognised hard currency.  Bearer shares are allowed but must be held in safe custody by an authorised custodian. 

Company officers 

Shareholders: minimum of one which can be a physical person or a corporate entity. 

Directors: minimum of one which can be a physical person or a corporate entity. The director(s) can be of any nationality. 

Company Secretary: This is optional and can be a physical person or corporate entity, of any nationality. 

Registered Office & Registered Agent 

A registered agent must be appointed and a registered office must be maintained within the BVI.

Corporate records & public filings 

BVI companies must keep registers of the company officers (shareholders, directors, company secretaries) and the registered offices at the registered office. Public filing of this information is optional. A register of charges must also be kept at the registered office. The disclosure of the beneficial owner(s) is not required.  A BVI company is expected to keep such accounts and records as are sufficient to explain the company’s transactions and allow the company’s position to be determined with reasonable accuracy. However, such accounts are not required to be audited or filed with the financial authorities.

Corporate taxation 

BVI IBCs are not subject to corporate taxation in the BVI.

 

 

Outline Map: Source: http://www.worldatlas.com

 


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