BVI Companies Limited by Guarantee

Guarantee Company Incorporation in the British Virgin Islands

A company limited by guarantee in the BVI is one where the liability of the members of the company is limited to such amount as the members may respectively undertake to contribute to the assets of the Company in the event of its being wound up (section 6 - Companies Act).

The BVI Companies Act (Cap. 285) provides for the establishment of domestic companies limited by guarantee. Such companies have no authorised share capital and no shareholders. A domestic company can apply to the BVI Companies Registry for status as a ‘non-resident company’ and thereby secure exempt status from BVI corporation tax on income not sourced in or remitted to the BVI.

It is required under the BVI Companies Act that the memorandum and articles of association of a company limited by guarantee shall contain a declaration that each member undertakes to contribute (quote) "to the assets of the company, in the event of the same being wound up during the time that he is a member, or within one year afterwards, for payment of the debts and liabilities of the company contracted before the time at which he ceases to be a member, and of the costs, charges and expenses of winding up the company, and for the adjustment of the rights of the contributories amongst themselves, such amount as may be required, not exceeding a specified amount".

The name of the proposed company must end in "Limited" (i.e. unlike an IBC, it is not possible to use Inc., S.A., A.G. or GmbH). The articles of association can be drafted so that membership rights are pari passu, or in whatever fixed proportions as are set out therein. A company limited by guarantee can undertake commercial activities without the need for any subscribed equity capital. The following special features are available to a company limited by guarantee:

• Control of the company is achieved without a holding of shares.
• Exclusion of the membership from registration on a share register or annual return of shareholders.
• Ownership in the form of membership can be made non-transferable in the articles of association.
• Ability to utilise the company as a succession vehicle; with correct drafting, asset devolution on the death of a member can be achieved without requirement for probate.
• Ability to have distribution from the company categorised as capital gain rather than as income. Proper tax advice must be taken to achieve this.

In order to form a company under Cap. 285, any two or more persons (for a private company) should be associated and subscribe their names to the Memorandum of Association. Private companies are required to have at least two (2) members at all times.

The Memorandum of Association may limit the liability of the directors or managers of the company, or it may provide that the liability of the directors is unlimited. However, if this is the case, then it is necessary to notify the director of this upon his appointment or election to the office. Companies limited by guarantee are required to maintain at the registered office and to sent to the Registrar of Companies a copy, a register of the names, addresses and occupations of the directors and managers of the company. When any changes are made to the Board of Directors, these should be notified to the Registrar of Companies.

Under the Companies Act, a company limited by guarantee must have a minimum of two members; the Memorandum of Association contains a statement of the amount up to which the members guarantee the company's debts. The Articles can provide for the members to have differing 'shares' of the assets and liabilities.

BVI Incorporation: Legal Requirements

For incorporation of new company in BVI, we will require to receive the following due diligence information and documents. Kindly note we should be in receipt of these documents before we will be able to proceed with the incorporation:

• Scanned copy of passport for each company Director, Secretary, Shareholder and Beneficiary Owner
• Duly completed, signed and witnessed declaration of the beneficiary owner of the company. Can be delivered to us as a scanned copy together with the scanned passport copies.
• A guarantee company does not have a share capital
• Company subscribers may be resident outside the BVI
• A guarantee company has Members, no shareholders
• Members are guarantors instead of shareholders
• You must appoint a minimum of one director
• There is no maximum number of directors
• Directors can be corporate bodies or private individuals
• A director can be of any nationality
• A guarantee company can hold property
• A guarantee company can borrow money in its own name
• Guarantee companies are required to have a secretary
• Secretary usually described as the senior administrator
• This person may also be a member or director, but need not be
• A company must have a minimum of one Member
• Members can be corporate bodies or private individuals
• Members can be of any nationality
• The names and address of members are not available to the public
• The company is required to have a registered office in the BVI

The Company Limited by Guarantee has certain advantages, including that there is no list of members on the annual return, and that control over assets can be achieved without the use of shares; in some jurisdictions, profits realised from such companies are classified as capital gains rather than as income. Specialist advice is required by anyone considering the use of a company limited by guarantee.

Companies limited by guarantee can be resident or non-resident, as for those limited by shares. It is possible to register the company as a "non-resident" company, which means that the company will not be considered to be a "resident" of the Territory of the British Virgin Islands.

Special rules exist in the Companies Act for the winding up and liquidation of companies limited by guarantee.

A company limited by guarantee can achieve (through specialised drafting of the memorandum and articles of association) several purposes, including serving as an offshore holding company, asset protection, charity, investment, private company in lieu of a private trust, real estate, succession company in lieu of a will or grant of administration, or private annuity company.

We have many readymade companies (off-the-shelf companies for sale), which are ready to trade, and can be transferred to you within hours.

We prepare and electronically submit new BVI guarantee company registrations (formations) as soon as we receive your instructions. Incorporations can be completed within 5 working days. Our charge for incorporating a company limited by guarantee is £995.00. This is slightly higher than for ordinary companies limited by shares as there are specific details that must be included in the Memorandum and Articles of Association. We will contact you having received your order to ascertain further details that we require in order to prepare the appropriate governing documents.

BVI Companies Limited by Guarantee Formation Packages

BVI companies are one of the best offshore structures on the market at present and BVI offshore company formation process is very straight forward. We can offer you BVI shelf companies list to choose from or set-up a BVI company in one working day. Coddan offers three packages of BVI Companies Limited by Guarantee Formation, cut out to your needs:

Economy Package - £995.00

The registration of your British Virgin Islands' Guarantee Company within 2 to 5 working days. After the incorporation please allow us 4-5 business days to receive original documents from the BVI Registrar of Companies. The BVI Non-Profit incorporation fee includes:

• Company name availability confirmation and reservation
• Payment of first year's BVI legal and initiation fees
• Submission of applications that details company's executive officers
• Applicant appointment of director and member roles for company limited by guarantee (appointed electronically)
• Preparation & filing of Special Memorandum & Articles of Association at Registry
• Compliance with minimum local domicile requirements: provision of the registered address and registered agent in BVI for the first year

The following documents will be posted to you (Note: these documents are sent to you through FedEx Express Mail Service):

• Original Certificate of Incorporation
• Printed bound copy of Memorandum & Articles of Association
• Minutes of the First Meeting of the Board of Directors
• Issuance of membership certificates, Register of Directors and Members
• Completed Members Register and Company seal

Order BVI Companies Limited by Guarantee: Economy Formation Package - £995.00

Premier Package - £1161.00

The registration of your British Virgin Islands' Guarantee Company within 2 to 5 working days. After the incorporation please allow us 4-5 business days to receive original documents from the BVI Registrar of Companies. The BVI Non-Profit incorporation fee includes:

• Company name availability confirmation and reservation
• Payment of first year's BVI legal and initiation fees
• Submission of applications that details company's executive officers
• Applicant appointment of member roles for company limited by guarantee (appointed electronically)
• Preparation & filing of Special Memorandum & Articles of Association at Registry
• Compliance with minimum local domicile requirements: provision of the registered address and registered agent in BVI for the first year
• Coddan provides a company nominee director service for one year

The following documents will be posted to you (Note: these documents are sent to you through FedEx Express Mail Service, and are to be completed upon arrival):

• Original Certificate of Incorporation
• Printed bound copy of Memorandum & Articles of Association
• Minutes of the First Meeting of the Board of Directors
• Issuance of membership certificates, Register of Directors and Members
• Completed Members Register and Company seal
• A pre-signed, undated letter of resignation from the nominee director
• General Power of Attorney signed by Nominees
• An indemnity Letter for General Power of Attorney
• A nominee service agreement which provides for the indemnification of the nominees

Order BVI Companies Limited by Guarantee: Premier Formation Package - £1161.00

Deluxe Package - £1271.00

The registration of your British Virgin Islands' Guarantee Company within 2 to 5 working days. After the incorporation please allow us 4-5 business days to receive original documents from the BVI Registrar of Companies. The BVI Non-Profit incorporation fee includes:

• Company name availability confirmation and reservation
• Payment of first year's BVI legal and initiation fees
• Preparation & filing of Special Memorandum & Articles of Association at Registry
• Compliance with minimum local domicile requirements: provision of the registered address and registered agent in BVI for the first year
• Coddan provides a company nominee director service for one year
• Coddan provides a company nominee member service for one year

The following documents will be posted to you (Note: these documents are sent to you through FedEx Express Mail Service, and are to be completed upon arrival):

• Original Certificate of Incorporation
• Printed bound copy of Memorandum & Articles of Association
• Minutes of the First Meeting of the Board of Directors
• Issuance of membership certificates, Register of Directors and Members
• Completed Members Register and Company seal
• A pre-signed, undated letter of resignation from the nominee director
• General Power of Attorney signed by Nominees
• An indemnity Letter for General Power of Attorney
• A nominee service agreement which provides for the indemnification of the nominees
• Declaration of Trust from the Nominee Member

Order BVI Companies Limited by Guarantee: Deluxe Formation Package - £1271.00

Please contact us for more information. If you have any queries, please call us during business hours and speak to one of our highly trained incorporation specialists. You can call us by phone 800-081-1510 or + 44 (0) 207.935.5171, or make an initial consultation request.