British Virgin Islands
Company Formation Services

Compliance and Procedures

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 Islands or 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.

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.

Language of Name

Latin Alphabet. Any name in a language other than English must be accompanies 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.

Time to Incorporate

Two days.

Name Restrictions

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. The BVI Business Companies (Restricted Company Names) Notice 2013 brings the number of restricted words or phrases whose use is restricted to 217.

Names Requiring Consent or 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

British Virgin Islands
Compliance

Share Issue

The normal number of shares issued is 50,000 with all of the shares having a par value, this being the maximum share issue for the minimum duty payable upon incorporation and annually thereafter. The shares may be expressed in any currency. The minimum number of shares issued 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.

Taxation

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 Japan and Switzerland, although they have limited benefit and are not applicable to offshore business.

Licence Fee

The fees charged to BVI Business Companies by the Registry of Corporate Affairs have been changed through secondary legislation passed by the Cabinet and have taken effect from 1 January 2018.

The most notable changes are as follows:

    • – The incorporation fee for a standard company authorised to issue up to 50,000 shares increases from $350 to $450 and, for a company authorised to issue more than 50,000 shares, to $1,200

 

    • – The existing $50 fee payable by a new company to register its initial Register of Directors is scrapped and absorbed into the new incorporation fee

 

    • – The annual fee payable to maintain a standard company authorised to issue up to 50,000 shares increases to $450 and, for a company authorised to issued more than 50,000 shares, to $1,200

 

    • – As a percentage, the penalties for late payment of annual fees remain unchanged (at 10% for up to 2 months late and 50% for between 2 and 5 months late) but will obviously increase in absolute terms in line with the increases in annual fees

 

  • – Most other filing fees and fees for issue of certificates by the Registry have been increased, and some new fees introduced (for example, for filing a scheme of arrangement)

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 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.

Directors

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

Company Secretary

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.

Shareholders

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.

Key Corporate Features

General

Type of Company BC
Type of Law Common
Shelf company availability Yes
Our time to establish a new company 2 days
Corporate Taxation Nil
Double Taxation Treaty Access No
Government fees for number of issued shares not exceeding 50,000 US$ 350
Government fees for number of issued shares exceeding 50,001 US$ 1,100

Share capital or equivalent

Standard currency US$
Permitted currencies Any
Minimum paid up US$1
Usual number of shares issued 50, 000

Directors

Minimum number One
Local required No
Corporate Directors Permitted Yes
Publicly accessible records No
Location of meetings Anywhere

Shareholders

Minimum number One
Publicly accessible records No
Location of meetings Anywhere

Company Secretary

Required Optional
Local or qualified No

Accounts

Requirements to prepare Yes
Audit requirements No
Requirements to file accounts No
Publicly accessible accounts No

Other

Requirement to file annual return No
Change in domicile permitted Yes

Why TBA

What separates us from our competitors is that our services don’t end with the registration of your company. We offer a wide range of additional services others can’t or just won’t offer, such as lifetime free support.

Whilst most providers either specialise on personalized consultation at relatively high rates or run bulk registration factories without any support, we want to offer the positive aspects of both types.
Therefore TBA combines professional advice, worldwide registration services, reasonable fees, customized order processing, lifetime support and fast processing. Where others see company formation services as a bulk registration with no support and no individual assistance, we do care about your business needs

Should you have any question or matter
You would like to discuss or clarify with us

Or

Should you like to receive further Information
About our services and fees, …

Our multi-lingual team of business advisors is happy to assist you with all upcoming questions and issues in relation to your company.

You may call or email us, and we will be happy to assist you in a fast and efficient manner.

You can also come and visit us at our Limassol offices to discuss issues face to face if you prefer. Just arrange an appointment and we will be happy to meet with you.