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British Virgin Islands (BVI)

When planning on establishing an International Business Company a common question is what are the advantages of the British Virgin Islands as an offshore jurisdiction.

  • Belize

    The British Virgin Islands are formed from a chain of 40 islands, with 16 being inhabited. The islands nearest large neighbour is Puerto Rico, just under 100 km westward. Tortola is the largest, and most populated of all the British Virgin Islands, with about 18,000 inhabitants. Road Town is the capital, and is also on Tortola.

    Politically, the British Virgin Islands are an overseas territory of the United Kingdom, and have been since the 17th century, yet in the modern age they retain self-government with regard to most internal questions. The legacy of British rule can be observed in the official language of English, the business friendly common law legal system, and the representative political structure in place. The local political bodies responsible for internal questions reserved to the Islands are the executive and legislative councils. The executive council, which is made up of the governor, the chief minister, the attorney general, and three more ministers selected by the governor on the advice of the legislative council is responsible for implementing laws. The legislative council drafts laws, and is elected for a four year term.

    The BVI economy is primarily based on the tourism, which is supported by the excellent air and sea connections to the United States. The tourist industry is currently responsible for a bit more than 20% of BVI national income. However, in 1984, legislation was drafted by the legislative council which allowed offshore incorporation and registration of companies, and the tax free maintenance of these companies as BVI entities. This legislation was at the forefront of the newly developing offshore industry, and today well over 750,000 call the BVI their place of incorporation. Since the beginning, The British Virgin Islands have been one of the world’s leading offshore jurisdictions, and is still considered one of the most prestigious and premier offshore destinations. The BVI have some of the world’s largest offshore law firms located on site, and the legal and financial industry in the country continue to expand without pause. If you are looking for the most elite offshore jurisdiction for your offshore business needs, BVI could be the destination for you.

  • GENERAL
    Type of Entity Business Company
    Legal System Common Law
    Primary Corporate Legislation The Companies Act (CAP. 285) and the BVI Business Companies Act, 2004 (BVIBC Act).
    Shelf Companies Permitted Yes
    Company Formation Time One - two weeks
    Minimum Mandatory Government Fees $350 (USD) for Shares up to $50,000
    $1,100 (USD) for Shares over $50,000 (USD):
    Corporate Taxes None
    Double taxation treaty availability No

    CAPITAL STRUCTURE
    Default Currency USD
    Alternative currencies permitted All
    Minimum paid up capital $1 (USD)
    Standard authorized capital $ 50,000 (USD)

    DIRECTORSHIP
    Mandatory minimum number of directors One
    Domicile Anywhere
    Corporate directors Permitted
    Records of directors publicly available No
    Meeting location requirements Anywhere, including teleconference
    Frequency of meetings No requirement

    SHAREHOLDERS
    Number One
    Shareholder information on public record No
    Nationality Restrictions None
    Meeting location requirements Anywhere, including teleconference

    ACCOUNTS AND BOOKKEEPING
    Must prepare and maintain No
    Account location requirements Anywhere
    Audits No
    Account filing requirements None
    Public record of company accounts No

    MISCELANEOUS
    Redomiciliation to or from jurisdiction allowed Yes
    Mandatory filing of annual return No
  • As of January 1st, 2007, all precious company laws were superseded by the Business Company Act of 2004, otherwise known as the BVI BC Act. This is now the sole business companies act in the BVI, and eliminates the difference between off and onshore entities, while maintaining the tax haven status of the BVI. Neither on or offshore companies in BVI pay any corporate taxes. This uniformity has established an environment where corporations, as well as financial institutions can flexibility purpose a diverse range of structured asset, finance, and other project finance transactions in the BVI.

    Another great aspect of the new BVI BC Act, is that it was drafted to ensure complete compliance with new European Union Savings and Tax Directives, as well as the EU Code of Conduct on Business Taxation. This means the BVI is fully compliant with all international laws applicable to it as an Overseas Territory of the UK, which is a member of the EU.

    Whereas under the previous IBC Act, only one corporate form, the company limited by shares, was available, the new act provided for a larger variety of entities to meet more diverse company needs.

    Included in these new business forms are:

    • Companies limited by shares - The same existed under the earlier act, and this is what most people are thinking of when they think of a BVI IBC. The company limited by shares is most likely to maintain its position as the most popular type of BVI company, on account of its familiarity, and flexibility.
    • Companies limited by guarantee not authorised to issue shares - No share companies could prove useful for Non-Profits.
    • Companies limited by guarantee authorised to issue shares - This new entity is a hybrid kind of company with membership created by a blend of equity and guarantees. This mix may provide greater flexibility for structuring international transactions while also avoiding home taxes.
    • Unlimited companies authorised to issue shares - The unlimited company is “transparent” as it is possible to reach beyond the company to the shareholders. This option provides an element of international legitimacy, while maintaining tax free status in the BVI.
    • Unlimited companies not authorised to issue shares - This new corporate form could be useful in estate planning on account of its simple ownership structure that resembles sole proprietorships, but without the taxes.
    • Licensed Registered Agents are required, as are a Local Registered Office
    BVI Business Company (BVI BC) - Company Limited by Share

    The statutory requirements of BVI BCs remain minimal, and flexible:

    • There is a minimum of one director and one shareholder - only one director and one shareholder are mandatory
    • There is no residency or nationality requirement for either shareholders or directors.
    • No minimum capital requirements
    • Shares may be issued in any currency
    • No requirement to keep accounts, but if they are kept for business purposes, there are no audit requirements.
    • Shareholders and directors meetings can be held anywhere, even over the phone or by video-conference.
    • The Memorandum and Articles of Association are the only documents on public record.

    IBC status is granted subject to certain conditions:

    • Business may not be transacted with BVI residents.
    • Real property ownership in the BVI is not permitted - the only exception is leased space for office use.
    • Banking, Trust, Insurance, and Reinsurance businesses all require mandatory licensing.
    • BVI BCs are required to establish and maintain a Register of Directors
    • The first director must be appointed within 30 days of the BC`s incorporation
    BVI Limited Partnership

    The Limited Partnerships Act 1996 is the controlling legislation for BVI limited partnerships. The act is a reflection of BVIs British Heritage and Desire for modern legislation, as the general partnership provisions are nearly identical to the English Partnership Act of 1980, whereas the limited partnership clauses more closely follow the law of the state of Delaware.

    Limited partnership are formed and registered with the assistance of a registered agent as it is a requirement of law that the LP maintain a registered agent. The agent files the Memorandum and Articles of Association with the Registrar of Limited Partnerships. A Certificate of Limited Partnership is then issued. If no certificate exists, the partnership will be considered and treated as a General Partnership, regardless of how business is conducted. Registration fees are $500 (USD), and annual fees the same amount.

    British Virgin Islands Trusts

    BVI Trust law is based on English Trust law, but considerably more flexible, with more room for the settling of asset protection trusts. The main differences between traditional English trust law and BVI trust law, the use of Wait and See provisions in BVI law in order to avoid the rule against perpetuities, the acceptance of purpose trusts in BVI, and the exemption of BVI trusts from registration.

    BVI trusts are generally exempt from all taxes if they follow a few simple rules. If no beneficiaries are BVI resident, and the trust avoids conducting any business in the BVI, or own land in the BVI, then the trust will be exempt from all tax.

    A trust duty of $ 100 (USD) is imposed on each trust instrument subject to BVI proper law.

  • International Business Companies

    The British Virgin Islands Impose no capital transfer tax, no capital gains tax, no inheritance tax, no VAT, or other sales Tax. There are, however, stamp duties which are imposed on certain transactions, and some property taxes, though In general these will not apply to offshore undertakings.

    BVI BC

    Both local and international BVI Business Companies are completely exempt from any and all corporate income tax.

    License fees are imposed on Insurance companies and Mutual funds in addition to their registration and incorporation fees.

    • Insurance Companies
      • Application fee: $ 500(USD)
      • Annual lincense fee:
        • Credit Life Companies - $ 1,000 (USD)
        • Long Term/General Companies - $ 2,000 (USD)
    • Mutual Funds:
      • Application fee: $ 500 (USD)
        • Private and Professional Funds - $ 350 (USD)
        • Public Funds - $ 500 (USD)
      • Annual lincense fee:
        • Private and Professional Funds - $ 350 (USD)
        • Public Funds - $ 500 (USD)
    Trusts

    Trust income is exempt from any and all taxes if:

    • The beneficiary is not a resident of the BVI
    • The trust holds no real property or land in the BVI
    • The trust does not conduct any business in the BVI
  • The following list a general overview of the most important laws dealing with the offshore industry in the BVI.
    Anti-Money Laundering Code of Practice (2008) Banks and Trust Companies Act 1990
    British Virgin Islands Trust Act
    BVI Business Companies Act, 2004
    Companies Act, 1963
    Financial Services (International Cooperation) Act, 2000
    Financial Services Commission Act, 2001
    Financial Services Commission (Amendment) Act of 2004
    Financing and Money Services Act, 2009
    Insurance Act, 2008
    Insurance Regulation, 2009
    International Business Companies Act, 1984
    International Business Companies (Amendment) Act, 1990
    International Business Companies (Amendment) Act, 2002
    International Business Companies (Amendment) Acts of 2003 & 2004
    Limited Partnerships Act, 1996
    Property (Miscellaneous Provisions) Act, 2003
    Public Funds (Sub-Class) Regulations, 1997
    Securities and Investment Business Act, 2010
    Trustee Amendment Act, 1993
    Trustee (Amendment) Act, 2003
    Trustee Ordinance, 1961
    Virgin Islands Special Trusts Act, 2003

  • Main reasons to choose BVI:
    • BVI Business Companies (BCs) are 100% tax free - according to the BVI Business Companies Act of 2004, BVI BCs are exempted from all BVI taxes.
    • BVI BC`s have international prestige, reputation, and name recognition – the corporate documents of BVI BCs are well known, and widely recognized by international banks.
    • BVI BCs are not, and have never been blacklisted by FATF and OECD.
    • BVI BCs have no restrictions on doing business, or buying property in the BVI or in any other country. A BVI BC will let you conduct your business anywhere!
    • BVI BCs are available for residents of any country.
    • Information about corporate directors, officers, shareholders and beneficial owners is not filed with the BVI Register of Companies, and is not available for the public in any form.
    • Companies incorporated in any other jurisdiction may be continued in the BVI as a BC.
    • BVI BCs can, where the laws of another jurisdiction permit, re-domicile to such jurisdictions.

    We offer:
    • IBC incorporation, prices starts from $0 *.

BVI Offshore Company (BVI BC)

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