| Introducing the British Virgin Islands International Business Companies
The Intenational Business Companies Act
The British Virgin Islands, by virtue of its double tax treaties,
was a financial centre long before the enactment of the
International Business Companies Act in 1984 (replaced by BVI Business Act 2004). In 1984 the
Territorial Government enacted legislation to enable the
jurisdiction to meet the increasing demands of the international
financial community. The cornerstone of the corporate legislation is
the International Business Companies Act, 1984. This legislation has
proved so popular with the international financial community that
the British Virgin Islands is now one of the world's pre-eminent
offshore financial centres.
In keeping with its role as one of the world's pre-eminent
financial centres, the Territorial Government has also been
conscious of the need to provide the international financial
community with a broader legal framework within which to provide
offshore financial services. A legislative review programme was
undertaken which has seen the amendment in 1993 of the Trustee
Ordinance, 1961 and the enactment of the Partnership Act, 1996 and
the Mutual Funds Act, 1996.
BVI International Business Companies
The International Business Companies Act, 1984 ("IBC Act") provides
for the incorporation and administration of the International
Business Company ("IBC"). Some of the specific features of IBC's
include the following:
(1) IBC's incorporated pursuant to the IBC Act enjoy a complete
exemption from income tax. This includes an exemption from capital
gains tax, and all forms of withholding tax. There is no exchange
control.
(2) Company names must include one of the following words: Limited,
Corporation, Incorporated, Societe Anonyme, Sociedad Anonima or
abbreviations of the aforementioned.
(3) Memorandum and Articles of Association are provided. The
standard form is designed for a straight forward corporate
structure. This structure may be amended after incorporation.
Alternatively, special form Memorandum and Articles of Association
can be tailored to meet a client's requirements prior to
incorporation. A minimum of one subscriber is required.
(4) There are no minimum capital requirements and shares may be
denominated in any currency. Shares may be issued with or without a
par value and may be issued in different classes with special rights
attached. Bearer shares may be used.
(5) The minimum number of directors is one. The first appointment is
by the subscriber. Corporate directors may be used.
It is a requirement that IBC's have a registered office and
registered agent in the British Virgin Islands where a copy of the
share register and imprint of the corporate seal is kept.
The IBC Act provides an environment of administrative ease and
flexibility. Specifically:
(1) There is no requirement to file annual returns or financial
statements.
(2) There is no requirement to hold annual meetings of directors or
shareholders.
(3) Directors and shareholders resolutions may be passed by
telephone meetings or by circulating written resolutions (including
facsimile copies) for signing. Meetings need not be held in the
British Virgin Islands.
(4) A company need not have British Virgin Island resident
directors.
(5) The books and records of the company may be kept at such place
as the directors determine.
(6) Bank accounts may be opened anywhere in the world.
(7) A company may finance or repurchase its own shares out of
surplus. Repurchased shares may be cancelled.
(8) Reductions of capital can be effected by resolution of the
directors or shareholders. There is no necessity for a court order.
(9) There are minimal disclosure requirements and the ownership of
shares and the names of directors and officers are not available on
the public record.
Kaizen Corporate Services Limited has shelf IBC's immediately
available. Alternatively, an IBC can be incorporated to instruction
within 24 hours (please allow 7 days for delivery)..
The above is only intended as a general outline of some of the
significant features of the laws relating to IBC's. Should you
require any further information, please contact Kaizen.
See also:
Features of British Virgin Islands Business Company
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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