BVI International Business Companies

IBC Formation in the British Virgin Islands

International Business Companies (IBC) are companies incorporated under the International Business Companies Ordinance 1984 (as amended). This Ordinance provides for the establishment of tax exempted companies with extended privileges and contains strict confidentiality requirements.

The BVI IBC is very quick and simple to incorporate, it requires minimum administration, at the same time providing privacy, asset protection and limited liability. We provide clients with the highest quality service offering professionalism, confidentiality, reliability and integrity in all aspects of our services.

The legislation of the BVI provides for several types of companies, of which the International Business Companies (IBCs) are the off-shore companies with the greater number of advantages. The British Virgin Islands or BVI, a world-renowned tourist site located in the Carribean, is also one of the most popular choices for the formation of offshore companies. Since 1984 when the International Business Companies Act was adopted almost 500 000 offshore IBCs in BVI have been incorporated.

An International Business Company is a corporate vehicle having limited liability, which, provided it has no business activities in the British Virgin Islands, is wholly exempt from BVI tax on its income and from inheritance or estate tax on its shares. Only a nominal annual fee is payable to the Government. An IBC can have bank accounts in the BVI, deal with lawyers, accountants, trust companies and other professionals in the BVI, hold company meetings and keep its accounting books and records in the BVI without breaching this restriction.

Advantages of the IBC

By incorporating in the BVI, a business gains a wide range of competitive advantages, including:

• Exemption from all local taxes and stamp duty;
• Exemption from payment of any income tax;
• Can conduct most business transactions (except conducting banking and insurance activities and other businesses with residents of the BVI; or to possess real estate in BVI);
• Flexible and creative corporate structures for international businesses;
• Online name reservation and incorporation;
• Customized corporate certificates and document verification;
• No required public disclosure of company officers or shareholders;
• No accounting, organizational or annual general meeting requirements;
• Freedom to transfer assets or merge or consolidate with foreign entities;
• Availability of bearer shares and no minimum required capital;
• Requires a minimum of only one shareholder and one director;
• The Board of Directors can meet in any part of the world and even by telephone;
• The names of the Directors, Officers and shareholders do not need to be registered in a public record;
• It is not necessary to carry out Directors or shareholder meetings on a regular basis;
• Option of one or more shareholder(s) or director(s); no residency requirements;
• Shares issued in any currency or for consideration other than cash;
• Access to experienced and trustworthy local industry professionals;
• Highly competitive government and registered agent fees and costs.

Under the International Business Companies (Amendment) Act 2003, from December 31, 2004, all international business companies (IBCs) located in BVI are required to establish and maintain a Register of Directors, and must appoint their first director within 30 days of the IBC's incorporation. Other statutory requirements however remain minimal, and flexible:

• Only one director and one shareholder are required;
• Shareholders, directors and officers need not be resident in the BVI and there is no stipulation as to their nationality;
• There is no minimum capital requirement; shares may be either registered or bearer and may be issued in any currency (bearer
• shares now have to be deposited with an authorised intermediary, who must record the identity of the beneficial owner);
• Accounts need not be kept; however, if they are kept there is no requirement for an audit;
• No returns are needed of shareholders, directors or officers;
• Shareholders' and directors' meetings need not be held in the BVI and can be held by telephone;
• The company must have a registered office and agent in BVI. copy of the shareholders book should be maintained at the registered office;
• One of the following words must be used at the end of the company name "Limited", "Corporation", "Incorporated", "Societe Anonyme", "Sociedad Auonima", or abbreviations thereof "Ltd.", "Corp.", "Inc.", "S.A.".
• The Memorandum and Articles of Association are the only documents to be held on the public record.

A BVI Business Company may not be registered under a name that is identical to the name of an existing BVI company, or is so similar to the name of an existing BVI Company, that, in the opinion of the Registrar, such name would be likely to confuse or mislead. As the BVI Registrar of Companies has a name-reservation system, a reserved name would also be considered as an already existing name.

Certificate of Incorporation and Memorandum and Articles of Association, which include the location of its registered office in the Territory and the identity of its registered agent, are the only documents required to be filed at the Companies Registry as a matter of public record. These documents do not contain the identity of the ultimate directors or shareholders of the Company. An IBC is not required to disclose any particular information on its letterheads.

IBC status is granted subject to certain conditions:

• No business may be transacted with residents in the BVI;
• No ownership interest in real property in the BVI is permitted; property may be leased for office use only;
• Banking or trust business may be carried on only if an appropriate license is issued;
• Likewise, a licence is required to carry on insurance or re-insurance business;
• Engaging in the business of company management or providing registered facilities for BVI incorporated companies is not permitted.

The activities of the IBC are handled by its Board of Directors, which first members are appointed by the subscribers of the Memorandum and the Articles of Association. Thereafter, the Directors will be elected by the shareholders. The remaining Directors will be able to choose persons to fill the vacancies that occur in the Board of directors.

Administration of the IBC

Directors and Officers. The Directors can choose Officers and appoint attorneys-in-fact to act on behalf of the company. It is not required to register the appointment of directors, officers or attorneys-in-fact in the Registrar of Companies of BVI.

Shareholders. It is not necessary to issue shares of the company, unless the Board of directors decides so. The shares should be paid in full at the time of issuance, and they can be issued for money, services or properties received. The name of the shareholder must be registered in the shares book, which is not open to the public. The meetings of the shareholders will be conducted whenever the Directors consider it necessary or desirable or through written request of the shareholders that represent more than 50% of the votes. The resolutions of the shareholders can be approved by telephone or in a duly convened meeting, and they can also be adopted through written consent.

Seal of the Company. It is required that the company have a seal, and the Articles of Association appoint the person authorized to use the same.

Recordation requirements. The only documents that should be recorded at the Companies Registrar are the Memorandum or Articles of Association and their amendments, mergers, consolidations and dissolution of the company.

Mergers and Consolidations. It is permitted that a company be merged or consolidated with other BVI or foreign companies, provided that the consolidated or surviving companies comply with the requirements of the IBC Act.

Dissolution and Liquidation. The IBC can be dissolved by resolution of the Board of directors, if no shares have been issued. In case that the shares have been issued, the company must be dissolved through a shareholders resolution.

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.

All services are provided in cooperation with qualified legal and accounting professionals licensed in those jurisdictions. The International Business Companies Act 1984 grants all IBCs in BVI complete exemption from tax. This includes exemption from capital gains tax and all forms of withholding tax. IBCs have minimal reporting requirements. The flexibility of this legislation enables fast and low cost incorporation.

BVI Companies 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 International Business Companies formation, cut out to your needs:

Economy Package - £560.00

The Economy Business Company package includes:

• The registration of your British Virgin Islands' Business 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.
• Company name availability, confirmation, and reservation
• The payment of initiation fees
• The payment of the first year's registration fees
• The appointment of your own candidates to the roles of director and shareholder
• The registration of your US$50,000 authorized share capital divided into 50,000 shares valued at US$1.00 each (a minimum of one share must be issued)
• The preparation and submission of the Memorandum and Articles of Association of your company
• A local registered office address and a local registered agent (both of which are statutory requirements in the British Virgin Islands)
• The first year's fees for a local registered office address and a local registered agent

The following documents will be sent to you via courier:

• The original Certificate of Incorporation
• A bound copy of the Memorandum and Articles of Association of your company
• The Minutes of the First Meeting of the Board of Directors
• A completed Register of Directors and Shareholders
• Share Certificates
• A company seal

Order BVI International Business Company: Economy Formation Package - £560.00

Premier Package - £725.00

The Premier Business Company package includes:

• The registration of your British Virgin Islands' Business 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.
• Company name availability, confirmation, and reservation
• The payment of initiation fees
• The payment of the first year's registration fees
• The appointment of your own candidate(s) to the role of shareholder
• The appointment of a nominee director
• The first year's fees for a nominee director
• The registration of your US$50,000 authorized share capital divided into 50,000 shares valued at US$1.00 each (a minimum of one share must be issued)
• The preparation and submission of the Memorandum and Articles of Association of your company
• A local registered office address and a local registered agent (both of which are statutory requirements in the British Virgin Islands)
• The first year's fees for a local registered office address and a local registered agent

The following documents will be sent to you via courier:

• The original Certificate of Incorporation
• A bound copy of the Memorandum and Articles of Association of your company
• The Minutes of the First Meeting of the Board of Directors
• A completed Register of Directors and Shareholders
• Share Certificates
• A company seal
• A pre-signed, undated letter of resignation from the nominee director
• A general power of attorney signed by the nominee director
• An indemnity letter for the power of attorney
• A nominee agreement which provides for the indemnification of the nominee director

Order BVI International Business Company: Premier Formation Package - £725.00

Deluxe Package - £835.00

The Deluxe Business Company package includes:

• The registration of your British Virgin Islands' Business 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.
• Company name availability, confirmation, and reservation
• The payment of initiation fees
• The payment of the first year's registration fees
• The appointment of a nominee director
• The first year's fees for a nominee director
• The appointment of a nominee shareholder
• The first year's fees for a nominee shareholder
• The registration of your US$50,000 authorized share capital divided into 50,000 shares valued at US$1.00 each (a minimum of one share must be issued)
• The preparation and submission of the Memorandum and Articles of Association of your company
• A local registered office address and a local registered agent (both of which are statutory requirements in the British Virgin Islands)
• The first year's fees for a local registered office address and a local registered agent

The following documents will be sent to you via courier:

• The original Certificate of Incorporation
• A bound copy of the Memorandum and Articles of Association of your company
• The Minutes of the First Meeting of the Board of Directors
• A completed Register of Directors and Shareholders
• Share Certificates
• A company seal
• A pre-signed, undated letter of resignation from the nominee director
• A general power of attorney signed by the nominee director
• An indemnity letter for the power of attorney
• A nominee agreement which provides for the indemnification of the nominee director and nominee shareholder
• A declaration of trust from the nominee shareholder

Order BVI International Business Company: Deluxe Formation Package - £835.00

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.