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BVI business companies

21 July 2016

The British Virgin Islands ("BVI") have become the world’s premier international corporate domicile, with over 465,000 active companies.

Part of this success can be attributed to the following features of a BVI business company, including:

  • exemption from all BVI taxes and stamp duty;
  • a high degree of confidentiality;
  • limited statutory filings; 
  • ease of administration and operation; and
  • a same day incorporation procedure.

In particular, BVI companies are the most popular offshore vehicle in the world today which means greater acceptability and familiarity by banks, brokers, lawyers, accountants and other professionals.

Additional advantages include:

  • incorporation may be completed by the local registered agent without the need for execution of corporate documents by initial directors and shareholders.
  • straightforward and simple procedures for:
    • director appointment and removal;
    • issue and transfer of shares;
    • amendments to number of shares;
    • amendments to memorandum and articles of association; and
    • liquidations and striking off where companies are solvent;
  • shareholders and directors resolutions may be passed in writing and notice requirements dispensed with;
  • no requirement for annual general meetings;
  • no requirement to hold any meetings in the BVI;
  • no requirement for audited accounts (save where regulations existing);
  • no requirement to file annual returns;
  • no requirement to appoint BVI resident directors;
  • no requirement to appoint a secretary;
  • a register of members must be maintained as part of the company’s internal records, but need not be filed with the Registrar of Companies;
  • ability to redomicile companies to and from the BVI; and
  • abolition of corporate capacity (ultra vires) rule in relation to third party dealings.

The BVI Business Companies Act, 2004 also provides for:

  • seven different types of companies, including not only companies limited by shares but also companies limited by guarantee and unlimited companies (in each case, with or without share capital), restricted purpose companies and segregated portfolio companies;
  • the ability to entrench provisions of a company’s constitutional documents; 
  • the registration of security and priority of charges;
  • the ability to extend directors duties to permit directors to act in the interests of a holding company or particular parent company; 
  • the abolition of the concept of share capital; and
  • flexible provisions dealing with a company's ability to acquire its own shares (an ability essential for many mutual funds).

For further information and for a copy of the BVI Business Companies Act, 2004, please contact us.

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