British Virgin Islands

The British Virgin Islands, comprising some forty islands with a total population of 12’000, are located in the eastern Caribbean, approximately 100 km from Puerto Rico. A British territory for more than 300 years, the BVI’s present status is that of a constitutionally autonomous Crown Colony. The political structure consists of a Chief Minister and a three-member executive, and an elected Legislative Council.

Road Town, the capital of the BVI, is located on Tortola, the largest of the islands. English is the official language. The US Dollar is the official currency.

Some Double Taxation Agreements signed between Great Britain and third countries also include the BVI (Japan, Switzerland). However, these agreements do not apply to companies formed under the International Business Companies (IBC) Ordinance of 1984.

The BVI maintain a policy of strict confidentiality on all matters involving BVI companies and trusts. The only exception is in connection with narcotics trafficking where the BVI have entered into assistance agreements with certain third countries.

The BVI’s company and trust legislation provide an excellent legal and fiscal environ­ment for offshore assets and business transactions. These attractive conditions are underlined by the BVI’s record and potential for political stability, English law tradition and modern communications facilities.

Political Situation

Extremely stable as opposed to comparable centers, due to its status as a British Crown Colony

Law

English law basis and tradition in the field of company and trust law

Language

English is the official language.

Discretion

Anonymity of company ownership and trust beneficiary relations

Access

The BVI are reached by plane both from Europe and the USA.
Telephone, fax, telex, mail and courier services are excellent.
Courier connections to Europe do not take longer than three days.

Local Currency

US Dollar

Foreign Exchange

no restrictions

Costs

Incorporation and annual costs are low in view of the advantages of IBC’s.

Tax

Minimum Annual International Business Company (IBC) Government Licence Fee amounts to USD 300.00
Low stamp duty on trusts. No Annual Government Trust fees.

Capital

− No minimum capital required
− Capital may be defined in USD or other currency
− Increase or reduction of capital by amendment to memorandum of association possible; changes of authorized capital or shares need registration

Shares

− Bearer or registered shares with or without par value, common and preferred stock, several series and classes and later changes are all permitted
− Shares may be issued by Board − Bearer shares must be lodged with an authorised (BVI) custodian
− A share register must be maintained at the corporate offices (no formal requirements) and a copy thereof at the registered office

Shareholders

− Minimum one shareholder
− Nominee Shareholders permitted
− Company may own its own shares

Shareholder’s Meetings, Assemblies

− Anywhere in the world; shareholder meetings by telephone or in writing permitted

Power of Attorney

− General Power of Attorney permitted for IBC, Board, and shareholders

Board

− Minimum one Director
− Legal entities as Directors permitted (representation by person with respective power of attorney)
− First Board appointed by subscribers according to client’s instruction; legalization of minutes possible
− Subsequent appointments of Directors by shareholders or, if permitted by Articles of Association, by majority resolution of the Board
− Initial Directors can be named in the Memorandum of Association − Removal of Directors by majority decision of the Board or Shareholder’s Meeting possible
− A register of directors must be maintained at the corporate offices (no formal requirements) and a copy thereof at the registered office
− Appointee and Alternate Directors permitted
− Meetings of the Board of Directors may take place anywhere; resolutions by telephone or in writing permitted

Register of IBCs

− No public record of shareholders or Directors
− Variety of liability limitation definitions permitted (Ltd., Inc., Corp., S.A.)

The following IBC documents have to be filed with the Register of IBC’s in the BVI:

− Memorandum of Association
− Articles of Association
− Amendments to Memorandum and Articles of Association
− Change of Registered Office or Registered Agent in the BVI
− Resolution of dissolution
− The following documents do not require filing:
− Changes of shareholders, Directors or officers
− Increase or reduction of the number or transfer of issued shares (see Shares/Register)

Seal

− Maintenance of Corporate Seal is mandatory; Seal, however, does not have to be deposited anywhere and may be used anywhere in the world.
− Imprint of Seal to be kept at registered office.

Accounting

− Accounting or financial statements at Directors’ discretion

Tax

− No taxes payable except for Registration Fee, due by July 31 of each year (USD 300.00 for up to USD 50’000.00 capital and USD 1’000.00 for companies capitalized in excess of USD 50’000.00).

Continuation

− Redomiciliation of a company into or out of the BVI requires respective Board resolution and, in the case of coming into the BVI, adaptation of the corporate structure to BVI regulations.
− No formal requirements concerning former domicile.

Dissolution

− By Shareholders’ resolution if shares are issued, otherwise by Board resolution

Striking-Off

− Striking off from the Register of IBCs is effected if an Annual Licencing Fee is not paid latest five months after due date. However, reinstatement after payment of all respective costs and fees is possible.