Type of entity
Type of law
Shelf company availability
Our time to establish a new company
Government fees for number of authorised shares not exceeding US$50,000
Government fees for number of authorised shares exceeding US$50,001
Double taxation treaty access
Share Capital or Equivalent
Minimum paid up
Corporate Directors Permitted
Publicly accessible records
Location of meetings
Publicly accessible records
Location of meetings
Local or qualified
Requirement to prepare
Requirement to file accounts
Publicly accessible accounts
Requirement to file annual return
Change in domicile permitted
The British Virgin Islands is an archipelago of over 40 islands, 16 of which are inhabited. Discovered by Columbus who is said to have been so impressed by their large number that he named them “Las Virgenes” in honour of St. Ursula and her 11,000 attendant virgins, they lie to the north west of the United States Virgin Islands. The neighbour with the largest land area is Puerto Rico, 96 km to the west. Except for Anegada, which is a flat reef surrounded island of coral limestone, the Islands are hilly and enjoy a subtropical climate. Their greatest tourist attraction is their superb beaches.
The population is approximately 23,000; the largest and most heavily populated Island is Tortolawhich has approximately 18,000 inhabitants. 90% of the inhabitants are of African descent, the balance being made up of European, Indian or mixed race.
The capital, Road Town, is on the southern shore near Sir Francis Drake Channel. Tortola is connected by a road bridge to Beef Islandand the local airport.
In 1672, Britainclaimed Tortola. Simultaneously, Denmarkasserted her sovereignty overSt. ThomasandSt. John; then in 1773 Denmarkpurchased St. Croix fromFrance. The Danish Islands were sold to the United Statesin 1917 for US$ 25 million. Relations between the United Statesand British Virgin Islandsare good.
The British Virgin Islands are aUKoverseas territory with self-government in most internal matters. Under the 1977 constitution, HM Queen Elizabeth II is represented by a governor responsible for external affairs, defence, internal security and the public service, with reserved legislative powers as necessary for the exercise of special responsibilities. On all other matters, the executive council has authority.
The executive council consists of the governor, the chief minister, the attorney-general and three other ministers appointed by the governor from the legislative council on the advice of the chief minister. The legislative council has a four year term and consists of a speaker, 13 directly elected members and the attorney-general.
Infrastructure and Economy
There is an excellent daily air service between the Islands and the USA. Cruise ships call in weekly to the Islandsand there are freight carriers.
The economy, one of the most prosperous in the Caribbeanarea, is highly dependent on the tourist industry, which generates about 21% of the national income.
In 1984, the Government offered offshore registration to companies wishing to incorporate in the Islands, by 2006 the number incorporated had exceed 750,000, incorporation in the first three quarters of 2006 exceeded 51,000 making theBritish Virgin Islandsthe leading offshore jurisdiction. The BVI is the only Caribbean jurisdiction to boast the presence of all five of the largest offshore law firms in the region and the legal profession presence in the territory continues to expand. The Finance Sector and Ship Registration now generate approximately 50% of government revenue.
Language: The official and spoken language is English.
Currency: US Dollar.
Exchange Control: None.
Type of Law
Common Law, based on English Common Law with local modifications and local statutes.
Principal Corporate Legislation
The Companies Act (Cap. 285)
BVI Business Companies Act, 2004 – (“The BVIBC Act”). (All companies previously incorporated under the International Business Companies Act, 1984, automatically became subject to the BVIBC Act from 1st January 2007.)
BVI Business Companies (Amendment) Act, 2012.
Procedure to Incorporate
Submission of the Memorandum and Articles of Association, and a Certificate from the Registered Agent confirming compliance with the requirements of the ordinance.
Restrictions on Trading
Cannot trade within the British Virgin Islandsor own real estate there. Cannot undertake the business of banking, insurance, assurance, reinsurance, fund management, collective investment schemes, trust management, trusteeship, the rendering of investment advice or any other activity that would suggest an association with the banking or insurance industries. Cannot offer its shares for sale to the public or carry out any activities connected to gambling.
Powers of Company
A company incorporated in the British Virgin Islands has the same powers as a natural person.
Language of Legislation and Corporate Documents: English.
Shelf Companies Available: Yes.
Time to Incorporate: Two days.
Any name that is identical or similar to an existing company, or any name that suggests the patronage of the Royal Family or the Government of the British Virgin Islands.
Language of Name
Latin alphabet. Any name in a language other than English must be accompanied by a translation to ensure that the name is not restricted. The BVI Business Companies (Amendment) Act, 2012 provides detailed guidance on the use of foreign character names in the naming of the BVI Business Company.
Registered Office Required
Yes, must be maintained in the British Virgin Islands, and must be maintained at the office of a licensed management company.
Names Requiring Consent or a Licence
Bank, building society, savings, loans, insurance, assurance, reinsurance, fund management, investment fund, trust, trustees, Chamber of Commerce, university, municipal or their foreign language equivalents.
Suffixes to Denote Limited Liability
Limited, Corporation, Incorporated, Société Anonyme, Sociedad Anónima or their relevant abbreviations.
Disclosure of Beneficial Ownership to Authorities: No.
The normal share capital is US$ 50,000 with all of the shares having a par value, this being the maximum share capital for the minimum duty payable upon incorporation and annually thereafter. The share capital may be expressed in any currency. The minimum issued capital is one share of no par value or one share of par value.
Classes of Shares Permitted
Registered shares, shares of no par value, preference shares, redeemable shares and shares with or without voting rights.
A Business Company does not pay any tax on its world-wide profits to the British Virgin Islands authorities.
Double Taxation Agreements
The British Virgin Islands has treaties with Japanand Switzerland, although they have limited benefit and are not applicable to offshore business.
– Companies with numer of authorised shares up to US$ 50,000 pay the sum of US$ 350 per year.
– Companies with number of authorised shares more than US$ 50,001 pay the sum of US$ 1,100 per year.
Financial Statement Requirements
Whilst there is no requirement to file audited accounts with the authorities, The BVI Mutual Assistance (Tax Matters) (Amendment) Act, 2012 states that it is mandatory for a company to keep reliable accounting records for a minimum of five years from the date of transaction. The records must include sufficient information to explain the company’s transactions and determine the financial position of the company with reasonable accuracy.
The Registered Agent must maintain a written record of the physical address where the accounting records are maintained for each company.
BVI offshore companies that fail to comply with the Act are liable to a fine of US$10,000 as stated in Section 98 (2) of the BVI BC Act, 2004.
The minimum number of directors is one. Directors may be natural persons or bodies corporate. They can be of any nationality and need not be resident. A copy of the Register of Directors must be held at the Registered Office and any changes to the Register must be sent to the Registered Office within 15 days of the change. Failure to do so may result in a fine of US$10,000.
A company secretary is not a requirement under the Act, but a secretary is normally appointed to facilitate signing obligations.
An imprint of the Company Seal must be held at the Registered Office. Failure to do so may result in a fine of US$10,000. If the Minute Books containing records of meetings of members and directors are not held at the Registered Office the address at which these books are held needs to be provided.
The minimum number of shareholders is one. A copy of the Register of Members must be held at the Registered Office and any changes to the Register must be sent to the Registered Office within 15 days of the change. Failure to do so may result in a fine of US$10,000.
Whilst every effort has been made to ensure that the details contained herein are correct and up-to-date, it does not constitute legal or other professional advice. At Express does not accept any responsibility, legal or otherwise, for any errors or omission.
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