BVI

Introduction The New Act came into force on January 1, 2005. Unlike the International Business Companies Act (IBC Act), this new act allows for the incorporation of international offshore companies as well as locally owned companies doing business in the British Virgin Islands (BVI). There is a two-year transition period during which both the IBC Act and the new Act will be in force. After the two-year period, the new Act will be the sole corporate statute for the BVI and will regulate all BVI companies. Range of Corporate Vehicles The new Act provides for flexibility and choice in the range of corporate vehicles. Seven different types of companies can be incorporated, namely; companies limited by shares, 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, restricted purposed companies, […]

Introduction The New Act came into force on January 1, 2005. Unlike the International Business Companies Act (IBC Act), this new act allows for the incorporation of international offshore companies as well as locally owned companies doing business in the British Virgin Islands (BVI). There is a two-year transition period during which both the IBC Act and the new Act will be in force. After the two-year period, the new Act will be the sole corporate statute for the BVI and will regulate all BVI companies.   Range of Corporate Vehicles The new Act provides for flexibility and choice in the range of corporate vehicles. Seven different types of companies can be incorporated, namely; companies limited by shares, 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, restricted purposed […]

Some twenty years ago, there were only a handful of offshore, (tax havens) and to many, their use was surrounded in ‘mystique’. Also, there were only a few professionals specializing in offshore practice and tax havens, and those that did, typically made use of only one or two jurisdictions.   Over the last twenty years, startling advances in technology and the telecommunications revolution, have made it easier to access offshore facilities – so much so, that today’s offshore industry has developed in to a major global business, spanning all quarters of the world, involving, in one way or another, approximately half of the world’s financial transactions by value.   Consequently, International Financial Services Centers are no longer surrounded by the ‘mystique’ of twenty years ago. They are used globally, twenty-four hours a day, each and every day, as an integral and important part of the world’s financial system.   Possibly […]

  General Information Company Law Business Companies Act 2004 Type of Company Business Company (BC) Language of Legislation and Corporate Documents English Taxation of Foreign Profits Nil Exchange Controls None Length of Time to Incorporate 2 to 3 working days Shelf Companies Available Yes Corporate Names Name Restrictions Names identical or similar, offensive words Endings and Abbreviations Required Limited, Corporation, Incorporated, Sociedad Anonima, or its abbreviations Length of Time to Verify Name Availability One hour Reservation of Names Permitted Yes Language of Name Any language using the Latin alphabet Name of Banks, Insurance, Investment Fund, Trust Company or their equivalents requiring consent or license Yes Capital and Shareholders Minimum Number of Shareholders One Local Shareholders Required No Corporate Shareholders Permitted Yes Disclosure of Shareholders No Minimum Authorized Shares to be issued No minimum Bearer Shares Permitted Yes Registered Shares Permitted Yes No Par Value Shares Permitted Yes Directors and Officers […]

  Factor Description Income tax in Belize None Conduct business internationally Yes Conduct business within Belize No Formally considered as tax-resident in Belize No Official language / language of documents English Operational objects Anything that is not expressly prohibited by law Minimum authorized capital No minimum required Optimum authorized capital (minimum state duty) $ 50`000 Minimum paid-up capital No minimum required Capital currency Any. US dollar is standard. Bearer shares Yes (but only held in custody by Agent in Belize) Registered Agent in Belize Required Registered Address in Belize Required Minimum number of directors One Non-resident directors Allowed Corporate directors Allowed Register of Directors To be kept by the Registered Agent Register of Directors filed for public record No Minimum number of Members (shareholders) One Register of Members To be kept by the Registered Agent Register of Members filed for public record No Holding of Annual General Meeting Not mandatory […]

All offshore jurisdictions require that their international business companies (non-resident companies, offshore companies, Business Companies, etc.) have an address within the country. This is called the Registered Address. Formally it can sometimes be a PO Box, but usually it will be a full street address – for reasons, explained below.   Most offshore jurisdictions also require that a company has a Registered Agent within the country. Usually the Registered Agent is located in the Registered Address of the company and is licensed to provide company formation, administration and management services in a professional manner. So, the Registered Agent would usually be a fully staffed, equipped, qualified and regulated firm, which provides those services to a considerable amount of clients and their offshore companies.   The name and address of the Registered Agent of every offshore company is filed with the Registrar of Companies. Therefore, these particulars are publicly accessible to […]

The British Virgin Islands (BVI) recently enacted a far-reaching and enabling trust law known as the Virgin Islands Special Trust Act 2003 (VISTA). This new law makes the BVI jurisdiction very attractive for certain types of trusts as it provides settlors with a level of freedom and protection that were either previously absent from or insufficient in alternative trust laws. Commonly referred to as a VISTA Trust, these new Trusts contain a variety of significant features, some of which are highlighted below.   Removal of obligation to maximize share value The new Act (unless otherwise stated in the Trust Instrument) stipulates that Trustees primary duty is to retain the designated shares of the trust fund and this takes precedence over any duty to preserve or enhance their value. In other words, Trustees are not be liable for the consequences of holding the shares but may be held liable for disposing […]

A company Director is normally the entitled to make all decisions as regards the day-to-day business of the company. Directors are initially appointed by the first Subscriber or by the Registered Agent, and thereafter elected by the Meeting of Shareholders or, sometimes, by the Board of Directors, if such exists and is permitted to elect Directors by the Articles. Usually the Director of an offshore company is elected for an open term “until his successor is elected and qualifies”, but a fixed term can also be provided by the Articles, if desired. If there is more than one director, all the directors together comprise the company’s Board of Directors, in which case there would be a more complex system of decision-making process, involving certain especially important decisions passed only by qualified majority. In most offshore jurisdictions, companies are required to have at least one director, but may elect to have […]

Overview There are two ways a company can be closed: Formal liquidation Striking-off the Companies Register If the company has been active, possibly with outstanding assets or liabilities and the directors wish to have a proper discharge from their duties, then placing the company into voluntary liquidation and appointing a liquidator to wind up the business is the preferred choice. If the shareholders and directors are satisfied there are no assets or liabilities remaining in the company, and it has not been considered an active business, they can request the company be struck from the Register. This is the quickest and least expensive option.   Striking Company off the Companies Register A company may be struck off the register if the Registrar has reason to believe that a company is no longer trading or if the requisite fees have not been paid. In a voluntary striking, we advise the Registrar […]