| BRITISH VIRGIN ISLANDS (BVI) COMPANY
MEMORANDUM AND ARTICLES OF ASSOCIATION
BVI Company Memorandum of Association
The Memorandum of Association of a BVI business company must include: the name of the company; the address
within the British Virgin Islands of the registered office of the
company; the name and address within the British Virgin Islands of
the registered agent of the company; the objects or purposes for which
the company is to be incorporated; the currency in which shares in
the company shall be issued; a statement of the authorised capital
of the company setting forth the aggregate of the par value of all
shares with par value that the company is authorised to issue and
the amount, if any, to be represented by shares without par value
that the company is authorised to issue. A statement of the number
of classes and series of shares, the number of shares of each such
class and series and the par value of shares with par value and that
shares may be without par value, if that is the case.
A statement of the designations, powers, preferences and rights, and
the qualifications, limitations or restrictions of each class and
series of shares that the company is authorised to issue, unless the
directors are to be authorised to fix any such designations, powers,
preferences, rights, qualifications, limitations and restrictions
and in that case, an express grant of such authority as may be desired
to grant to the directors to fix by a resolution any such designations,
powers, preferences, rights, qualifications, limitations and restrictions
that have not been fixed by the memorandum. A statement of the number
of shares to be issued as registered shares and the number of shares
to be issued as shares issued to bearer, unless the directors are
authorised to determine at their discretion whether shares are to
be issued as registered shares or to bearer, and in that case an express
grant of such authority as may be desired must be given to empower
the directors to issue shares as registered shares or to bearer as
they may determine by resolution of directors. Whether registered
shares may be exchanged for shares issued to bearer and whether shares
issued to bearer may be exchanged for registered shares.
The memorandum must be subscribed by the registered agent named in
the memorandum in the presence of another person who must sign his
name as a witness. The memorandum, when registered, binds the company
and its members from time to time to the same extent as if each member
had subscribed his name and affixed his seal thereto and as if there
were contained in the memorandum, on the part of himself, his heirs,
executors and administrators, a covenant to observe the provisions
of the memorandum, subject to IBC Act.
BVI Company Articles
of Association
The memorandum, when submitted for registration, must be accompanied
by articles prescribing regulations for the company. The articles
must be subscribed by the registered agent named in the memorandum
in the presence of another person who must sign his name as a witness.
The articles, when registered, bind the company and its members from
time to time to the same extent as if each member had subscribed his
name and affixed his seal thereto and as if there were contained in
the articles, on the part of himself, his heirs, executors and administrators,
a covenant to observe the provisions of the articles, subject to the British Virgin Islands Business Company
Act (BC Act).
BVI Company Registration
The Registrar shall not register the memorandum or the articles delivered
to him unless he is satisfied that all requirements of IBC Act in
respect of registration have been complied with and a solicitor engaged
in the formation of the company; or the registered agent named in
the memorandum of the company to be the registered agent, certifies
in writing that the requirements of IBC Act in respect of registration
have been complied with and the written certification delivered to
the Registrar is sufficient evidence of compliance.
The Registrar shall retain and register the memorandum and articles
submitted to him in a Register to be maintained by him to be known
as the Register of International Business Companies. Upon the registration
of the memorandum and the articles, the Registrar shall issue a certificate
of incorporation under his hand and seal certifying that the company
is incorporated.
Certificate of Incorporation
Upon the issue by the Registrar of a Certificate of Incorporation
of a company, the company is, from the date shown on the certificate
of incorporation, a body corporate under the name contained in the
memorandum with the full capacity of an individual who is sui juris.
A certificate of incorporation of a company incorporated under IBC
Act issued by the Registrar is prima facie evidence of compliance
with all requirements of IBC Act in respect of incorporation.
Download a BVI Incorporation Guideline Notes now
Incorporation and Optional Services
Incorporation and first year maintenance: USD875
Provision of nominee director: USD350 each/per year
Provision of shareholder: USD250 each/per year
Provision of Post Office Box facility: USD450 per annum
Forwarding of each batch of mail: USD60
Certificate of Good Standing: USD150
Certificate of Incumbency: USD150
Opening of corporate bank account in
Hong Kong: USD400
See also:
British Virgin Islands Business Company Maintenance Guidelines
British Virgin Islands Business Company Internal Management Notes
British Virgin Islands Business Company Share Capital
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