BVI company registration

Advantages of registering a BVI offshore company

1、BVI company is based on the English common law, closely following the pulse of the market, popular with foreign businessmen;

2. The local government, in order to encourage economic development and attract foreign investment, allows one person to fully own a limited company;

3, BVI company business operation is convenient, there are good financial legal facilities, convenient to establish a variety of financial institutions or foundations set up and development;

4. BVI companies are not required to report beneficiaries, annual profits and financial status;

5. BVI companies are not required to file annual returns or audited accounts and are not required to hold annual general meetings;

6、Taxation of BVI companies: Overseas offshore BVI companies are not subject to taxation and are not controlled by foreign exchange regulations;

7、Flexibility of BVI companies: shares of overseas offshore BVI companies can be freely traded;

8. Bank accounts can be opened worldwide for businesses on the island;

9、Simple follow-up services, strong confidentiality, tax exemption, stable political and economic environment, easy to raise capital and go public.

II. Types of BVI companies

Regardless of the required name, all of these entities are separate bodies corporate or “juridical persons” whose tax benefits are governed by the actual laws of the country of incorporation. Often, the names known and used may differ from the names you see in the law.

Simply put, even though it is formally known as a “BVI Business Corporation”, many people will continue to call it the old-fashioned way – an international business corporation.

There are seven forms of business entities in BVI. Choosing the right business entity can be confusing. Therefore, before we start working together, we will fully understand our client’s business and then recommend the best option in BVI for you.

● Some of the factors we consider include the type of business activity, tax obligations and the nationality of shareholders and directors, and our advisors will also provide more information on the different requirements for setting up these structures.

1、Company Limited by Shares

A common type of corporation in which you can issue stock. As the name implies, the members and managers are limited in their personal obligations to the company. In a liquidation, the directors or managers will not be personally liable for the debts and obligations of the company. Essentially, a company limited by shares is a separate legal entity.

To register a limited company, you will be required to declare in the memorandum of association of the company the form of the corporate entity, the maximum number of shares, the class of shares and the specific details, restrictions and criteria of its rights. At a minimum, you will be required to have at least one shareholder and one director in your company.

●But there is no restriction on the status of shareholders or directors, so you can appoint the same individual as a shareholder as well as a director. There is also no nationality requirement for any officer when establishing a limited company. After the first director is appointed, the director must be the person who issued the first shares of the company and all shareholders holding registered shares of the company will receive a share certificate signed by the director.

2. A company limited by guarantee and not authorized to issue shares

The requirements for establishing such an entity are not strict. By law, a company limited by guarantee should be formed with at least one corporate member as a guarantor member. Unless otherwise provided in the memorandum or articles of association, the sponsoring member has one vote against any resolution. Unless otherwise specified, the decision of the memorandum of association or articles of association will take precedence.

To register a company limited by guarantee, you need to declare in the Memorandum of Association of the company the form of the business entity and the substance of the liability of its guarantor members. The liability of the guarantor members can be determined by reference to the amounts and other obligations specified in the Articles of Association. In order to clarify your liability concerns, you can seek the help of our team of professional advisors.

3、Guarantee Company Limited and authorized to issue shares

Essentially, this type represents a marriage between a company limited by shares and a company limited by guarantee, but without the right to issue shares, this consistency allows you to operate a company in which the guarantee member is also a shareholder.

● Therefore, following registration of a company limited by guarantee and not being authorised to issue shares, the memorandum or articles of association should also be amended to state that the entity still allows you to issue shares.

4. Unlimited companies authorized to issue shares

In stark contrast to a limited company, an unlimited company, when formed, will hold its members or managers personally liable for the debts and obligations incurred by the company. At all times, there must be at least one Unlimited Member to form an Unlimited Company.

Under this type, the company can issue an unlimited number of shares. However, there are no restrictions on the role of the members behind it. Unless otherwise stated in the Memorandum or Articles of Association, the member may be a shareholder who remains entitled to vote.

5. Unlimited companies that are not authorized to issue shares

Likewise, unlimited companies have the additional requirement that members or managers may be personally liable for debts and obligations incurred by the company. To qualify, there must always be at least one Unlimited Member.

To distinguish between the above types of companies, it is important to note that this type of company does not allow the issuance of shares. Therefore, none of its members are eligible to become shareholders.

● To register as an unlimited company without the right to issue shares, an annual return is required to be filed in a form approved by its directors.

6. Restricted purpose companies

● Limited purpose companies can only be registered for limited purpose transactions and activities. These limited purposes extend from managing remote insolvency issues to off-balance sheet financing efforts.

Restricted purpose companies can also be formed by companies limited by shares and must also state the form of business in their Memorandum of Association and the applicant must prove the purpose of the company at the time of registration.

● Unlike other forms of companies, a restricted purpose company may not amend its memorandum or any resolution relating to the invalidity of its members. It is also important to note that a limited purpose company must be registered at the time of incorporation.

7、Independent portfolio companies

One of the main options for structuring outside the company is a separate portfolio of investments. Each individual portfolio has assets and liabilities that are distinct from the general assets and liabilities of the company.

Choosing this type of company means that you can be licensed as an insurance company or be recognized as a professional, private or public fund during the company’s registration period. Although more flexible, it may not be used as an investment business company or insurance manager. In general, any activity regulated by the Bank and Trust Company Act cannot be conducted.

Investors who choose to adopt this type of company usually do so in order to hold assets or operate multiple businesses. In order to maintain this structure, the company must be subject to share restrictions and have the written approval of the Financial Services Commission.

For example: LIMITED, CORPORATION, INCORPORATED or their abbreviations, such as LTD, CORP or S.A. Company names cannot end in “trust company” or “bank” or other words deemed to have a similar meaning unless they are licensed in the BVI accordingly.

2、Registered capital of BVI company: The standard capital is USD 50,000, divided into 50,000 shares, each share is USD 1, no capital verification is required.

3, BVI company directors: one or more directors, either a legal entity or a natural person of any nationality.

4, BVI company shareholders: only one shareholder (Shareholder or Member) is required, the shareholder can be a natural person or a body corporate, and can be a resident of any nationality (or company). The personal information of the shareholder is not required to be disclosed and is not available for public inspection. However, the Register of Shareholders or Register of Members must be kept at the company’s registered office in the British Virgin Islands (BVI). The Company may issue registered or bearer shares. A shareholder, whether a natural or corporate shareholder, may also be a director of the company.

5、Secretary of the Board of Directors of BVI Company: Although the appointment of a secretary is not mandatory, it is recommended by the BVI government.

6、Meeting of directors of BVI companies: Directors may hold meetings in any country or attend such meetings through agents.

7. Shareholding of BVI companies: Directors or senior management of the company may not be shareholders of the company.

8, BVI company seal: BVI companies must have their own seal, and the company seal must be reported to the Companies Registry.

9、Taxation for BVI companies: Exemption from taxation for any business activities and commercial activities conducted outside the BVI.

10、Registered Agent and Registered Office: All companies incorporated in the British Virgin Islands are required to appoint a registered agent (Registered Agent), which is a trust company or registered service company registered in the British Virgin Islands and holding an agent’s license.

11、Registered Office: All companies incorporated in the BVI must have an address in the BVI as the company’s registered address. The registered office (registered address, Registered Office) must be located in the British Virgin Islands (BVI) at the office of the registered agent.

Before registering a BVI company, it is important to choose the right type of company. Depending on your business structure, we will advise you on the best business entity, paid-up share capital and corporate structure. Generally speaking, the most common type of company in the BVI is a company limited by shares.

Step 2: Keep the company name

We will confirm the availability of your preferred company name through the BVI Companies Division registration search. Once your company name is confirmed to be available, we will reserve the name in the BVI Business Registry for a maximum of 90 days.

Step 3: Appoint a registered agent

Although a BVI international business company is not required to appoint a resident director, the company must have a registered agent and we will appoint a registered agent on behalf of your company.

Step 4: Preparation and submission of related files

Before registering your BVI company with us, you will need to provide the required KYC file. This includes the names of directors, corporate resolutions and proof of identity.

Based on the documents provided, we will draft and notarize the Memorandum and Articles of Association, the Business Plan and any other documents required for the registration of a BVI company. Once the required documents have been prepared, we will register your company through the BVI Registrar of Companies.

After the company is registered, we will send the BVI Business Registration Certificate, Memorandum of Association and other company documents to your preferred address by courier.

Step 5: Corporate banking account opening

Depending on the type of company you choose, the files required to open a corporate bank account may vary slightly. We will help you consolidate your files and open a corporate bank account with a reputable bank of your choice.

Opening a local corporate bank account is relatively difficult as there are currently only three banks in the BVI, meaning that companies intending to have a bank account in the jurisdiction must be physically located on the island. Local banks also often require face-to-face meetings and impose strict KYC measures, which makes it impossible for offshore businesses to successfully open a local bank account. If you are required to travel to the BVI, we will send a representative to accompany you to the bank meeting. Otherwise, our team will negotiate with the bank to conduct a conference call instead or request a waiver.

An excellent option is to open a bank account for your BVI company with a reputable international bank. You will enjoy the convenience of our strong banking network and our partnership with excellent offshore banks in Singapore and Switzerland. Upon successful opening of your bank account, we will send you an online banking token and access code to your preferred address.

Step 6: Apply for the relevant license

We will check if there are any permits or licenses applicable to your company.

For example, if you wish to engage in investment activities in the BVI, you must apply for a licence from the BVI Financial Services Commission. Or if you intend to trade with locals in the BVI, you must apply for a trade license, which we will apply for depending on the nature and scope of your business activities.

Processing time: 8-10 working days

The file you get after registration contains:

1、Certificate of incorporation (see the following chart for a sample)

2. Memorandum and Articles of Association of the Company

3. Register of Directors and Register of Shareholders

4、Director’s appointment letter

5、Company stock page

6、Proof of director’s employment

7、Company seal