Companies are incorporated as “Business Companies” under the BVI Business Companies Act, 2004. TMF International Incorporations provides full corporate services to help you establish and administer Business Companies in accordance with BVI law. Please refer to our quick guide below on the 7 Key Points you should know about:

1. BUSINESS COMPANIES

Commonly used for offshore structures due to their administrative ease, simplicity, flexibility and tax advantages
Widely accepted and understood in the international business market
No limitations on what business that the Business Company may carry on (subject to any restrictions in its memorandum of association, and under BVI law)
Must be licensed to carry out any investment business, banking, trust business, insurance or re-Insurance activities unless correctly licensed
Public disclosure of beneficial ownership is not required

2. DIRECTORS

A Business Company shall at all times have one or more directors, who can be individuals (but not minors) or corporate entities. Alternate and reserve directors are allowed, but nominee directors are not permitted – No restrictions on nationality or residence of a director
No restrictions on where or how frequently director meetings must be held
A Business Company must keep a register of directors confirming the names and addresses of all directors and the date they were appointed and ceased to be a director (the “Register of Directors”)
The Register of Directors is a private document and is not publicly filed. The Register of Directors is prima facie evidence of any matters directed or contained therein.

3. SHAREHOLDERS

A Business Company shall at all times have one or more shareholders, who can be individuals or corporate entities – No restrictions on nationality or residence of a shareholder
No restrictions on where or how frequently shareholder meetings must be held. There is no requirement to hold an annual general meeting
A Business Company must keep a register of members confirming the names and addresses of the shareholders and how many shares they hold (the “Register of Members”)
The Register of Members is a private document and is not publicly filed. The entry of the name of a person in the Register of Members as a holder of a share in a Business Company is prima facie evidence that legal title in the share vests in that person.

4. PUBLIC FILING

No requirement to file audited accounts with the government / authorities (unless the company is a licensed or regulated entity)
Only the company’s memorandum and articles of association, certificate of incorporation, change of name (if any), merger certificate (if any) and charges that it has elected to register at the Registry of Corporate Affairs (if any) are available for public inspection. All other information about the company is private
The registered agent is only allowed to release this private information (e.g. details of the shareholder and directors) if it is expressly authorised to do by its client of record (usually the director(s) of the company) or required to do so by law.

5. LICENCE FEE AND NUMBER OF SHARES

The annual government licence fee for a company authorised to issue a maximum of 50,000 shares isUS$350. The annual government licence fee for a company authorised to issue more than 50,000 shares is US$1,100.

6. TAX

Business Companies are exempt from income taxes and stamp duty in the BVI (provided they do not hold land in the BVI) and a certificate from either the BVI Registrar of Companies or the Department of Inland Revenue can be obtained to that effect.
Shareholders are exempt from BVI income taxes on dividends and other payments received from the company (provided they are not ordinarily resident or domiciled in the BVI)
No capital gains taxes, capital transfer taxes, estate duties or inheritance duties are payable by a shareholder with respect to its shares in the company.
Business companies may become resident in any jurisdiction, based on such tests as ‘management and control’. Professional tax advice should be obtained so shareholders, beneficial owners and directors understand applicable tax rules for any offshore structure.

7. REGISTERED AGENT REGISTERED OFFICE

A Business Company must, at all times, have a registered office and registered agent in the BVI
TMF is a leading provider of registered agent and office services in the BVI. In light of this, we offer clients a high quality service for very competitive prices. We can help you with same day incorporations, acquiring shelf companies and reserving company names
The original Register of Members and Register of Directors (together the “Registers”) are usually maintained by the registered agent. Where a Business Company only keeps a copy of the Registers (and not the original) with the registered agent, it must notify the registered agent of any changes to the Registers within 15 days; and any changes to the physical address where it is kept, within 14 days
The BVI is the world’s premier offshore corporate domicile due to its status of being a British Overseas Territory with no exchange controls and the US dollar as its currency.

 
You can choose from a wide range of corporate vehicles including companies limited and unlimited by shares, companies limited by guarantee, restricted purpose companies and segregated portfolio companies.

Benefits

Incorporation time: Same day
Cost: Competitive
Confidentiality: No requirement to publicly disclose beneficial ownership
Taxation status: Exempt from all local taxes and stamp duties
Filing requirements: No requirement but optional filing of company registers as a public record
Simplicity: A minimum of one director and one shareholder who need not be resident in the BVI and no requirement for a company secretary or annual general meetings
Flexibility: Share capital can be dominated in any currency and can be issued other than that for cash consideration. Shares may be issued with or without par value and may be in registered or bearer form.
One Vehicle for Multiple Purposes

Privacy of identity of principals

While incorporating a business in BVI, the documents does not have the name or identity of a director or any shareholder, meaning the names and identity will be hidden from public records.

Lowest capitalization

The lowest issued and paid in capital may be a share, fully paid.

Maintain and hold company records and accounts anywhere

BVI companies do not have to file or hold company accounts and records with the authority. That means, if the directors, shareholders, or officers choose to maintain records and accounts, they can hold them from anywhere in the world.

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