British Virgin Islands
Business Company
- Document Language
English - Privacy Rights
Common Law - Worldwide Tax
0% - Government Fees
$350 (USD) - Incorporation Time
1 Business Day
| Business Companies formed in the British Virgins Islands are renowned worldwide as the staple offshore incorporation destination. In 2000, the British government commissioned KPMG (one of the world's largest professional services and auditing firms) to produce a report on the offshore financial services industry. It was determined that nearly 41% of the world's offshore tax-exempt international business companies had been formed in the British Virgin Islands. Since 1984 over 600,000 incorporations have amassed by business owners, entrepreneurs and investors choosing the BVI as their base of operations. |
| The new BVI Business Companies Act 2004 was passed and came into effect on January 1, 2005. This legislation now regulates the registration, status and operation of newly formed business companies and all former international business companies (also known as BVI's). The new Act addresses the discriminatory pressures inherent between domestic BVI companies and offshore BVI international business companies. Previously BVI's were restricted to international transactions whereas now any distinction between local and offshore companies has been removed. According to the new legislation there is one unified company, a BVI Business Company. This Act has replaced and superseded the BVI International Business Companies Act of 1984 and enhanced the appeal of incorporating in the British Virgin Islands as evidenced by over 5,000 new private entities created monthly. |
| Authorized capital is a notional amount of capital that the company is allowed to draw from its shareholders in consideration for the company shares. Any amount of authorized capital, as determined by the beneficial owners, need not be stated in the company formation documents nor disclosed at any time. There are no mandatory time frames as to when such capital must be paid up by the shareholders. |
| A BVI Business Company is not required to have any minimum paid-up capital in order to initiate business operations. |
British Virgin Islands
Company Laws
Official Document Language
Conduct Business Internationally
Conduct Business in British Virgin Islands
Resident Agent Required
Registered Office Required
Resident Secretary Required
Company Taxation
Double Taxation Avoidance Agreements
Company Tax Resident Qualification
Income Tax and Business Tax
Detailed Client Application Required
Minimum Shareholders
Company Shareholders Allowed
Residency of Shareholders Allowed
Register of Shareholders
Register of Shareholders Public Record
Bearer Shares Permitted
Minimum Directors
Company Directors Allowed
Residency of Directors Allowed
Register of Directors
Register of Directors Public Record
Disclosure of Beneficial Owners to Registered Agent
Disclosure of Beneficial Owners with Registrar
Annual General Meeting Required
Shareholders / Directors Meeting Required
Company Minutes and Resolutions
Company Seal Required
Minimum Paid Up Capital Required
Maximum Authorized Capital Investment
Capital Considerations
Subject to Currency Controls and Restrictions
Application Fees
Annual Government Fees
Keeping of Accounts Required
Filing of Accounts and Returns Required
Annual Government Return Filing Fees
Auditing of Accounts Required
Re-Domicile from a Foreign Country
Re-Domicile to a Foreign Country
Shelf Companies Available
Incorporation Time
Business Companies Act, 2004
English
Yes
Yes
Yes
Yes
No
0 % of Worldwide Income
Yes
Yes
None
No
1
Yes
Any Nationality
In Private Possession of Registered Agent
No
Yes (Must be held by a licensed custodian in BVI)
1
Yes
Any Nationality
In Private Possession of Registered Agent
No
Yes (Due Diligence Requirements)
No
No
Yes (Anywhere in the World or by Proxy)
In Private Possession of Registered Agent
Yes (Imprint kept with Registered Agent)
None
Unlimited (Fees Apply in Excess of 50,000 Shares)
Any Currency or in Kind
No
No
$350
No
No
None
No
Yes
Yes
Yes
1 Business Day
and the BVI Banks and Trust Companies Act 1990 impose due diligence obligations upon all financial intermediaries requiring evidence of identity, residence and source of funds prior to entering into a business relationship. All international orders are required to provide Due Diligence Information.| A BVI Business Company is not required to prepare or file any financial accounts. However, if nominee director services are provided, the company must keep records that are sufficient to "show and explain" the company's transactions within reasonable accuracy to the Director (also known as a BVI Compliance Officer) upon request at any time. |
British Virgin Islands Business Companies Act, 2004
Part V - Company Administration
Division 2 - Company records
Section 98 - Financial Records
(1) A company shall keep records that
(a) are sufficient to show and explain the company’s transactions; and
(b) will, at any time, enable the financial position of the company to be determined with reasonable accuracy.
(2) A company that contravenes this section commits an offense and is liable on summary conviction to a fine of $10,000 (USD).
Country
Anguilla
Bahamas
Belize
British Virgin Islands
Cayman Islands
Cook Islands
Dominica
Hong Kong
Nevis
Panama
Republic of Seychelles
Samoa
St. Vincent
United States (Nevada)
$50,000
$50,000
$50,000
(Fees in Excess of 50,000 Shares)
Unlimited
(Fees in Excess of 50,000 Shares)
$50,000
$5,000
$100,000
Unlimited
(Fees in Excess of 50,000 Shares)
$100,000
$10,000
Unlimited
$1,000,000
$100,000
Unlimited
Annual Licensing Fee
$230
$350
$100
$350
$600
$300
$150
$315
$220
$300
$100
$300
$100
$325
| Corp | Corporation |
| Inc | Incorporated |
| Ltd | Limited |
| SA | Société Anonyme or Sociedad Anomina |
| SPC | Segregated Portfolio Company |
| (SPV) Ltd | Restricted Purpose |
| (SPV) SPC | Restricted Purpose, Segregated Portfolio Company |
| Unltd | Unlimited |
British Virgin Islands Business Companies Act, 2004
Part II - Incorporation, Capacity and Powers
Division 3 - Company Names
Section 18 - Restrictions on Company Names
(1) No company shall be registered, whether or incorporation, continuation, merger or consolidation under a name
(a) the use of which would contravene another enactment or the regulations;
(b) that, subject to section 24,
(i) is identical to the name under which a company is or has been registered under this Act or a former Act, or
(ii) is so similar to the name under which a company is or has been registered under this Act or a former Act that the use of the name would, in the opinion of the Registrar, be likely to confuse or mislead;
(c) that is identical to a name that has been reserved under section 25 or that is so similar to a name that has been reserved under section 25 that the use of both names by different companies would, in the opinion of the Registrar, be likely to confuse or mislead;
(d) that contains a restricted word or phrase, unless the Commission has given its prior written consent to the use of the word or phrase; or
(e) that, in the opinion of the Registrar, is offensive or, for any other reason, objectionable.
British Virgin Islands Business Companies Act, 2004
Part II - Incorporation, Capacity and Powers
Division 4 - Capacity and Powers
Section 28 - Capacity and Powers
(1) Subject to this Act, any other enactment and its memorandum and articles, a company has, irrespective of corporate benefit,
(a) full capacity to carry on or undertake any business or activity, do any act or enter into any transaction;
| A BVI Business Company may issue registered shares or bearer shares. All issued shares must be paid up in full. Company shares may be designated as: 1.) Voting 2.) Non-Voting 3.) Common 4.) Preferred 5.) Redeemable 6.) No Par Value 7.) Shares having more or less than one vote per share 8.) Shares that may be voted only when held by persons who meet specified requirements 9.) Shares that entitle participation only on certain assets |
10.) Shares that may be voted only on certain matters 11.) Shares that may be voted only upon the occurrence of certain events 12.) For a complete breakdown on company shares, see the BVI Business Company Act, Part III - Shares, Division 1 - General (Page 30) |
| The British Virgin Islands permit the issuance of bearer shares. However, the bearer shares must remain in the possession of a licensed custodian in BVI. Should the bearer shares remain in the possession of a custodian located outside BVI then a $750 fee is applied and written disclosure of the actual beneficial owners must be revealed, which largely negates the benefit. |
| A BVI Business Company has an independent legal personality and possesses the same powers as a natural person. A Company shareholder and director may be the same person and apart from the director, no other officers need be appointed. A current register (complete contact information) of shareholders and directors must be kept at the office of the local BVI registered agent. |
British Virgin Islands Business Companies Act, 2004
Part XIV - Administration and General
Section 242 - Exemptions from Tax
(1) Notwithstanding any provisions of the Income Tax Ordinance
(a) a company,
(b) all dividends, interests, rents, royalties, compensations and other amounts paid by a company, and
(c) capital gains realized with respect to any shares, debt obligations or other securities of a company,
are exempt from all provisions of the Income Tax Ordinance.
(2) No estate, inheritance, succession or gift tax is payable with respect to any shares, debt obligations or other securities of a company.
(3) Subject to subsection(4), notwithstanding any provision of the Stamp Act,
(a) all instruments relating to transfers of property to or by a company,
(b) all instruments relating to transactions in respect of the shares, debt obligations or other securities of a company, and
(c) all instruments relating to other transactions relating to the business of a company,
are exempt from payment of stamp duty.
(4) Subsection (3) does not apply to an instrument relating to
(a) the transfer to or by a company of an interest in land situated in the Virgin Islands; or
(b) transactions in respect of the shares, debt obligations or other securities of a land owning company.
(5) For the purposes of subsection (4), a company is a land owning company if it, or any of its subsidiaries, has an interest in any land in the Virgin Islands.
(6) Notwithstanding any provisions of the Registration and Records Act, all deeds and other instruments relating to
(a) transfers of a property to or by a company
(b) transactions in respect of the shares, debt obligations or other securities of a company, and
(c) other transactions relating to the business of a company,
are exempt from the provisions of that Act.
and Switzerland TIEA Signed and Ratified
Australia
Denmark
Faroes 
Finland 
France 
Germany 
Greenland 
Iceland 
Ireland 
New Zealand 
Norway 
Portugal 
Sweden 
United Kingdom 
United States 
TIEA Under Negotiation
Czechoslovakia
Slovania
Canada
TIEA Pending Ratification
Aruba
China
Netherlands
Netherlands Antilles
Order Form
CFMA
Due Diligence
$ 1,850
Complete Formation
Name Availability Search
Statutory Due Diligence for Up to Two Persons
Filing with the Registry
Government Licensing Fees ($350)
Original Certificate of Incorporation
Memorandum of Association (Registry Stamped)
Articles of Association (Registry Stamped)
Resolution for the Appointment of the First Director
Resolution for the Allocation of Shares
Up to Five Share Certificates Provided
Resident Agent
Registered Office
Safekeeping of Registers and Accounts
One Year of Customer Support
Annual Business Review
Incorporation Time is 1 Business Day
$ 975
Annual Renewals Statutory Due Diligence for Up to Two Persons Filing with the Registry Government Licensing Fees ($350) Resident Agent Registered Office Safekeeping of Registers and Accounts One Year of Customer Support Annual Business Review
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