BVI Company Limited by Shares

Limited Company formation in the British Virgin Islands

Private Limited Company - a legal entity separate from that of its officers, with its own profits, losses, assets and liabilities. Ownership of a private limited company is established through the division of shares. Unlike a public limited company, a private limited company is restricted from selling shares to the public. All private limited companies protect the associated officers from financial liability should the company encounter problems.

We register BVI corporations tax-free jurisdictions for US, UK & international clients, provide BVI registered agent and BVI resident address services. Whether you want a full office with nominee officers or just resident agent service we are here to help you through every step that your offshore business BVI may take. At Coddan we assist clients with the first step of incorporate BVI limited company, we can assist you establishing your BVI company with minimal effort and time.

BVI Limited Company: Fast Facts

• Minimum one director - can be resident or overseas, corporate directors are permitted
• Minimum one shareholder - can be resident or overseas
• One Company Secretary - optional
• Registered Office - must be in BVI
• Registered Agent - must be in BVI
• Annual Audit - not required
• Annual Return - not required with the exception of the annual license fees
• Annual meeting - not required
• Company names only expressed in English
• No taxes levied

The BVI Business Companies Act has effectively removed the distinction between offshore and onshore companies, but the new legislation is expected to be just as popular to offshore investors and clients. Prior to the BVI BC Act, the main forms useful for offshore operations in the British Virgin Islands were the International Business Company, the various types of non-resident Cap. 285 company, the International Limited Partnership, and the Trust.

Under the 2004 Business Companies Act, several different types of companies can be incorporated including:

• Companies limited by shares. Likely to remain the most popular form of BVI company.
• Companies limited by guarantee not authorised to issue shares.
• Companies limited by guarantee authorised to issue shares.
• Unlimited companies authorised to issue shares.
• Unlimited companies not authorised to issue shares.

Under the old IBC Act, offshore operations took place within the following forms:

• Non-Resident Private Company Limited by Shares
• Non-Resident Private Company Limited by Guarantee
• Non-Resident Hybrid Company
• International Business Company
• International Limited Partnership
• Trust

Until 2006, offshore BVI companies were taxed as follows (stamp duty exemptions remain in force): Non-resident limited liability companies (whether limited by shares, by guarantee or both, ie hybrid) were exempt from income tax on foreign-derived income, but paid BVI income tax at 15% on any chargeable income derived locally or remitted to the BVI. Resident limited liability companies which obtained not less than 90% of their net profit from trading outside the BVI (known as offshore trading companies) paid 1% income tax on their chargeable profits.

Companies formed under the Companies Act 1963 were often referred to as 'CAC', 'CapCo', or 'Cap. 285' companies. They could be private companies limited by shares, by guarantee, or hybrid; or they could be unlimited, but that is rare. Public companies can also be formed under the Act. For all these types of company, Memorandum and Articles of Association must be filed at the Companies Registry, along with the registration fee. For companies limited by shares the Articles of Association can follow the Memorandum - 'Table A' applies if no Articles are registered.

An ordinary resident company limited by shares was usually formed for the purposes of carrying on local business. It must:

• have two or more members;
• restrict the transfer of its shares;
• not invite the public to subscribe for its shares; and
• must not have more than 50 members.

Residence depends on the location of management and control; usually, if more than half of the directors are resident in the BVI, then so is the company. If a resident company carries on business in the BVI it must obtain a Trade License, and will pay a license fee depending on whether the shareholders are residents or foreigners.

An ordinary non-resident company limited by shares is subject to the same rules as a resident company.

A hybrid company under the Companies Act usually has a group of shareholding members which is distinct from the group of guarantors. The shareholders can have 100% of the voting power, and can execute a trust deed in respect of their shareholdings; under the BVI's trust legislation (see Law of Offshore) a trust Protector can be appointed to oversee the trustees' actions. The result, if the company is set up correctly (specialist advice needed!), is to separate control and membership of the company from beneficial interest, which is sometimes desirable.

Hybrid companies can be resident or non-resident, as for companies limited by shares. The fee payable on incorporation and the annual registration fees are as for companies limited by shares.

The International Business Company was the most widely used vehicle for offshore operations in the BVI; it normally took the form of a private company limited by shares. 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.

BVI Companies Formation Packages

Coddan offers three packages of BVI IBC 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.