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BRITISH VIRGIN ISLANDS COMPANIES

The British Virgin Islands is a group of more than forty islands situated in the Caribbean approximately sixty miles east of Puerto Rico. It follows United States eastern standard time and is connected by numerous daily flights to San Juan in Puerto Rico. San Juan is an international juncture with direct flights to the United States, South America and Europe.

 

INTERNATIONAL BUSINESS COMPANIES

The International Business Companies Act, 1984 ("IBC Act") provides for the incorporation and administration of the International Business Company ("IBC"). Some of the specific features of IBC's include the following:

 

Ø          IBC's incorporated pursuant to the IBC Act enjoy a complete exemption from income tax. This includes an exemption from capital gains tax, and all forms of withholding tax. There is no exchange control.

Ø          Company names must include one of the following words: Limited, Corporation, Incorporated, Societe Anonyme, Sociedad Anonima or abbreviations of the aforementioned.

Ø          Memorandum and Articles of Association are provided. The standard form is designed for a straight forward corporate structure. This structure may be amended after incorporation. Alternatively, special form Memorandum and Articles of Association can be tailored to meet a client's requirements prior to incorporation. A minimum of one subscriber is required.

Ø          There are no minimum capital requirements and shares may be denominated in any currency. Shares may be issued with or without a par value and may be issued in different classes with special rights attached. Bearer shares may be used.

Ø          The minimum number of directors is one. The first appointments are by the subscriber. Corporate directors may be used.

 

It is a requirement that IBC's have a registered office and registered agent in the British Virgin Islands where a copy of the share register and imprint of the corporate seal is kept.

 

The IBC Act provides an environment of administrative ease and flexibility. Specifically:

 

Ø          There is no requirement to file annual returns or financial statements.

Ø          There is no requirement to hold annual meetings of directors or shareholders.

Ø          Directors and shareholders resolutions may be passed by telephone meetings or by circulating written resolutions (including facsimile copies) for signing. Meetings need not be held in the British Virgin Islands.

Ø          A company need not have British Virgin Island resident directors.

Ø          The books and records of the company may be kept at such place as the directors determine.

Ø          Bank accounts may be opened anywhere in the world.

Ø          A company may finance or repurchase its own shares out of surplus. Repurchased shares may be cancelled.

Ø          Reductions of capital can be effected by resolution of the directors or shareholders. There is no necessity for a court order.

Ø          There are minimal disclosure requirements and the ownership of shares and the names of directors and officers are not available on the public record.

 

Please click here to obtain our BVI shelf list. For details, please feel free to call us at (852) 2881 8226.