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BVI (British) Incorporation
1. Introduction of BVI Company Incorporation
The British Virgin Islands (BVI) are part of the Virgin Islands archipelago located in the Caribbean to the east of Puerto Rico. The other islands are the Spanish Virgin Islands and the U.S. Virgin Islands. The BVI are also called the “Virgin Islands” and are a British overseas territory.
British Virgin Islanders are classified as British Overseas Territories citizens with entitlement to become full UK citizens. However, this territory is not part of the European Union (EU), yet is considered Europeans.
The BVI land area consists of 58 square miles (150 square kilometers) and include main islands of Anegada, Jost Van Dyke, Tortola, and Virgin Gorda. The capital, Road Town, is located on Tortola, the largest island. The population of BVI is estimated at about 31,000 with approximately 23,500 living on Tortola.
2. BVI Company Types
The BVI Business Companies Act of 2004 permits the formation of five kinds of business companies:
a. Business companies that are restricted by shares;
b. Business companies restricted by a guarantee stating the company cannot issue shares;
c. Business companies that are both restricted by a guarantee and can issue shares;
d. Business companies that are unlimited but cannot issue shares; and
e. Business companies that are unlimited and can issue shares.
3. BVI Company Benefits
Proceeding with BVI company set up can provide the following benefits:
Popular Jurisdiction: The British Virgin Islands Business Company (BVI BC) is the most popular offshore legal entity in the world. Over 40% of all global offshore corporations are registered in the BVI.
English: The official language in the BVI is English.
One Shareholder: BVI corporations are only required to have a minimum of one shareholder.
No Income or Corporate Taxes: BVI Corporations are not required to pay corporate or income tax to the British Virgin Islands government. However, U.S. citizens and others residing in countries that tax worldwide income are required to report all income to their tax authorities.
Clean Reputation: Neither The Financial Action Task Force (FATF on Money Laundering) or The Organization for Economic Cooperation and Development (OECD) has ever blacklisted the British Virgin Islands as a country forming offshore corporations. This means that the BVI has always been considered “white” (clean) by international finance watchdog organizations.
Privacy: BVI corporations do not need to share information about their officers, directors, owners, or shareholders. No information identifying any of these names is filed with the BVI Register so they never appear on any public records.
4. Documents required for BVI Incorporation
a. Photocopy of passport or NRIC of directors/shareholders/the ultimate beneficiary
b. Proof of residential address of directors/shareholders/the ultimate beneficiaries
c. Registration Certificate and Constitution of Company
d. Statutory Book of Directors and Shareholders
5. BVI incorporation procedures and timeline
(15 working days upon receiving documents, 48 hours for express service)
a. BVI company name search (2 working days, only available for English names, Chinese names are required to submit for approval)
b. Sign service agreement →Proceed to Payment
d. Incorporation documents submission → Signing→Document submission
6. Certification upon successful incorporation
1. Certificate of Incorporation
2. Memorandum & Articles of Association
3. Subscriber’s Appointment First Director
4. First Board Minutes / Consent To Act As Director
5. Registered Share Certificate
6. Register Of Members / Register Of Directors
7. Certificate Of Incumbency
8. Share Transfer And Resolution / Company Seal
7. Annual Return of Cayman Islands Company
Every exempted company is required to file an annual return and annual Company Registry fees with the Registrar in January of each year. This will be dealt with by the registered office provider. The annual return contains a declaration setting out:
a. details of changes, if any, to the company's memorandum of association since the last return;
b. that the operations of the company since the last annual return have been mainly outside the Cayman Islands;
c. that in compliance with the Companies Law, the company is not trading within the BVI except in furtherance of its offshore business; and
d. that any bearer shares issued are kept by a licensed custodian.
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