General

The British Virgin Islands is a British Dependant Territory consisting of numerous small islands in the Caribbean approximately 60 miles east of Puerto Rico. The Principal islands of the British Virgin Islands are Tortola, Virgin Gorda, Anegada and Josh Van Dyke. The capital of British Virgin Islands is Road Town, situated in Tortola. The population of the islands is about 21,000 with an ethnic diversity of AfroCaribbean, European, American and Asian.

Government

The British Virgin Islands is a British Dependent Territory which became self governing in 1967 and is a member of the British Commonwealth. It also had a democratically elected Legislative Council of thirteen members and an Executive Council comprising the Governor, the Attorney General and four Ministers drawn from the Legislative Council. The legislative council is presided over by a speaker elected from outside the council.

Judicial

The legal system is based on British Common Law and statute enacted bythe locally elected legislative council when signed and approved by the Governor. The ultimate appellate court is the Privy Council in London.

Legal Tender

The United States Dollar is the legal tender in the B.V.I and as such there are no exchange controls or restrictions on the movements of funds into and out of the Territory.

Financial Centre

The primary requirement for a major offshore centre are political stability, a sound legal system, low tax or tax free status and confidentiality.
As a British Overseas Territory the B.V.I has enjoyed years of stable government and has a legal system that is largely based on English law. In addition the BVI Business Companies Act, 2004 contains provisions for exempting BC’s from B.V.I taxes and for maintaining confidentiality.

The above requirements are of prime importance to the growing number of individuals of high net worth throughout the world who are seeking to protect their wealth by establishing trusts or other financial vehicles in offshore centres. Companies also place great importance on these requirements as they set up other companies in offshore centres to protect their assets and minimize their tax liabilities.

REQUIREMENTS:


Company Name
  • Must not be similar to any other resisterd name with the Registrar
  • Cannot contained any restricted word such as “Assurance”, “Bank”, “Building Society”, “Chamber of Commerce”, “Chartered, “Royal”, “Trust” etc.
  • Must end with the word “Limited”, “Corporation”, “Incorporation”, “Incorporated” or the abbreviations “Ltd”, “Corp” or “Inc”
Business Activity(ies)
  • May conduct all lawful businesses,except banking, insurance,securities,drug trafficking, arms, weapons trafficking, trading of pharmaceutical products, gambling etc. or related thereto are prohibited. The company cannot carry on business with companies or individuals resident in the British Virgin Islands.
Director
  • Minimum one (1), who can either be a natural person or corporation
  • Must be above the age of 18 years
  • May be of any nationality
  • Director may be of any nationality
  • Director and shareholder can be the same person/corporation
Shareholder
  • Minimum one (1), who can either be a natural person or corporation
  • Must be above the age of 18 years
  • Shareholder may be of any nationality
  • Shareholder and director can be the same person /corporation
Secretary (Optional)
  • Can either be a natural person or corporation
  • Secretary may be of any nationality
  • Must be above the age of 18 years
  • The same director/shareholder can act as Secretary
Registered Agent and Office
  • Must be an address in the British Virgin Islands.
Share Capital
  • The standard authorized share capital is US$50,000.00 divided into 50,000 ordinary shares of US$1.00 par value each
  • Minimum one (1) share

POST INCORPORATION

Meetings of Shareholders and Directors
  • There is no requirement to hold Annual General Meetings
  • Shareholders’/ Directors’ Meeting if thought necessary can be held outside the Britsh Virgin Islands by any mean such as by telephone or any other electronic means of communication.
Location and Maintenance of Company’s Books and Records* The Company shall:
  • provide the name of the person who maintains and have controls of the books and records;
  • provide a physical address of the place where the records and underlying documentations (i.e. bank statements etc.) are kept;
  • inform its registered agent in writing of any change to the above within 14 days; and
*Under Section 98(2), records and underlying documents of the Company should be in such form as would be 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 including accounts and records such as invoices, contracts etc. Keeping of Accounting Records All companies shall:
  • keep reliable accounting records that are sufficient to show and explain the company’s transactions; enable the financial position of the company to be determined with reasonable accuracy at any time; and allow for accounts of the company to be prepared at its registered office or such other place as the directors think fit but no requirement to file any accounts or financial statements;
  • maintain ALL records of the Company for a period of at least five (5) years from the date of either: (i) the completion of the transaction to which the documents relate; or (ii) the termination of the business relationship to which the documents relate; and
Registers of Directors
  • It is mandatory for each company to the Register of Director at the BVI Registrar within the stipulated timeline to avoid late penalty imposed by the Registrar however, the information is not publiciby available; and
  • Updated Register of Directors due to a change of directorship or particulars of the director;must be filed at the BVI Registrar within 30 days from date of change.
Economic Substance Reporting The British Virgin Islands had been introduced with the Economic Substance (Companies & Limited Partnership) Act which came into force on 1 January 2019. Companies are obliged to submit the Economic Substance Reporting required by the Economic Substance legislation within 6 months from its financial year end to the International Tax Authority (ITA) on an annual basis.

PROCEDURES

To begin with, kindly obtain a copy of our application form which acts as a guide in providing us the necessary information and documents for activating/setting up a BVI company. Step 1: Name Check OR Select a Name from the Proposed List A search will be conducted at the BVI Registrar on the availability of the company name for incorporation. Step 2: Name Reservation The available name will be reserved for a period of 10 working days at no costs. Step 3: Company Registration Upon receipt of the completed application form, full payment and all supporting information, we will proceed with the incorporation. The process will take approximately 2-3 days. Once the company is successfully incorporated, a copy of the Certificate of Incorporation and Memorandum & Articles of Association will be issued by the BVI Registrar. Step 4: Prepare and execute the start-up documents Allshores will assist to prepare incorporation documents for execution by the directors, shareholders and all relevant parties to complete the setup of the company.

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