Substantial revenues are generated by the registration of offshore companies. As of 2004, over 550,000 companies were so registered. The incorporation and operation of offshore companies is governed by the BVI Business Companies Act 2004, which is a modern piece of legislation that contains some of the most attractive features of other tax-haven jurisdictions.
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 authorized to issue shares.
- Companies limited by guarantee authorized to issue shares.
- Unlimited companies authorized to issue shares.
- Unlimited companies not authorized to issue shares.
Applicable Law
- International Business Companies Act, 1984 (CAP. 291) (“the IBC Act”), as amended from 1988 to 2004. This Act regulates IBC’s.
- BVI Business Companies Act, 2004 (No. 16 of 2004), as amended in 2005 (“the BVI BC Act”). Note: The BVI BC Act replaces the existing regimes, which govern the IBC’s and the BVI Domestic Companies known as CAP 285.
Restrictions on company names
- The words “Assurance,” “Bank,” “Building Society,” “Chamber of Commerce,” “Chartered,” “Cooperative”, “Imperial,” “Municipal,” “Royal,” “Trust Company” and “Trustee Company” or any word conveying a similar meaning, cannot be used except with the approval in writing of the Registrar of BVI.
- “Insurance,” “Insurance Agents,” “Insurance Brokers,” or “Insurance Holding” may be allowed.
- Any name identical to that of an IBC already existing or suggesting the patronage of Her Majesty or that of a member of the Royal Family, or a connection with Her Majesty’s Government or a department thereof, or with a municipality or other local authority, or with a society or body incorporated by Royal Charter, cannot be used.
Requirements for companies
- A BVI BC shall keep the Register of Members, or a copy of the Register of Members, at the office of its registered agent. This register may be in such form as the directors may approve but if it is in magnetic, electronic or other data storage form, the BVI BC must be able to produce legible evidence of its contents.
- Where a BVI BC keeps a copy of the Register of Members at the office of its registered agent, it shall within 15 days of any change in the register, notify the registered agent in writing, of the change; and provide the registered agent with a written record of the physical address of the place or places at which the original Register of Members is kept.
- Where the place at which the original Register of Members is changed, the company shall provide the registered agent with the physical address of the new location of the records within 14 days of the change of location.
- Minimum Number of Shareholders - One
- Minimum Number of Directors - One
- Annual General Meeting of Shareholders Required - No
- Annual General Meeting of Directors Required – No
- Location of Directors and Shareholders Meetings - Anywhere
- Minimum Annual License Fee or Franchise Tax - US$350.00
Limitation for companies
- An IBC cannot carry out businesses with persons resident in the BVI, except if special circumstances apply.
Tax Exemptions
For IBC’s
- All dividends, interest, rents, royalties, compensations and other amounts paid by an IBC to persons who are not persons resident in the BVI; and capital gains realised with respect to any shares, debt obligations or other securities of an IBC by persons who are not persons resident in the BVI are exempt from all provisions of the Income Tax Act.
- No estate, inheritance, succession or gift tax, rate, duty, levy or other charges is payable by persons who are not persons resident in the BVI with respect to any shares, debt obligations or other securities of an IBC.
- All instruments relating to transfers of property to or by an IBC; all instruments (or transactions themselves) relating to transactions in respect of the shares, debt obligations or other securities of an IBC; and all instruments (or transactions themselves) relating to other transactions in connection with to the business of an IBC; are exempt from the payment of stamp duty.
For BVI BC’s
- All dividends, interest, rents, royalties, compensations and other amounts paid by a BVI BC; and capital gains realised with respect to any shares, debt obligations or other securities of a BVI BC, are exempt from all provisions of the Income Tax Ordinance.
- No estate, inheritance, succession or gift tax is payable with respect to any shares, debt obligations or other securities of a BVI BC.
- All instruments relating to transfers of any type of property of assets to or by a BVI BC; all instruments (or transactions themselves) relating to transactions in respect of the shares, debt obligations or other securities of a BVI BC; and all instruments (or transactions themselves) relating to other transactions in connection with to the business of a BVI BC; are exempt from the payment of stamp duty.
In price for company included:
- Incorporation Fees
- Certificate of registration
- Memorandum and Articles of Association
- Share certificate
- Minutes of first meeting of Directors
- Register of Members
- Register of directors
- Resolution of director in writing
- Letter of resignation
- Share certificate
- Declaration of Trust
- Agreement for the provision of nominee services
- Apostle for all documents
- Delivery of documents to Ukraine
- Stamp
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