Viewpoints from Kaizen

Closing Down a British Virgin Islands (BVI) Business Company

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 […]

China and Seychelles Double Taxation Agreement

AGREEMENT BETWEEN THE GOVERNMENT OF THE PEOPLE’S REPUBLIC OF CHINA AND THE GOVERNMENT OFTHE REPUBLIC OF SEYCHELLES FOR THE AVOIDANCE OF DOUBLE TAXATION AND THE PREVENTION OF FISCAL EVASIONWITH RESPECT TO TAXES ON INCOME The Government of the People’s Republic of China and the Government of the Republic of Seychelles, Desiring to conclude an Agreement for the avoidance of double taxation and the prevention of fiscal evasion with respect to taxes on income, Have agreed as follows   Article 1 PERSONAL SCOPE This Agreement shall apply to persons who are residents of one or both of the Contracting States.   Article 2 TAXES COVERED 1. This Agreement shall apply to taxes on income imposed on behalf of a Contracting State or of its local authorities, irrespective of the manner in which they are levied. 2. There shall be regarded as taxes on income all taxes imposed on total income, or […]

Cayman Islands Corporate Structures – Shareholders, Directors and Meetings

Cayman Islands Corporations – Share Capitals and Shareholders Shareholders are protected by common law in the Cayman Islands. Under such law, a company’s director who has been neglectful of his responsibilities in maintaining the company may be held accountable and censured according to applicable laws. This is especially so if damages suffered by the company’s shareholders are grave. A shareholders’ meeting should be done at least once every year within the island for all types of companies residing within the island: Ordinary Resident; Ordinary Non-Resident; and Exempted Companies. There is no specified location where shareholders’ meetings must take place. However, non-resident companies are required to have at least one shareholders’ meeting within the island. Proper notice must be given and shareholders should be afforded ample time to receive such notice prior to the meeting. Shareholders’ resolutions are either special or ordinary, with the former requiring at least a two-thirds ratio […]

Cayman Islands Brief Introduction

Background THE CAYMAN ISLANDS are three small islands (Grand Cayman, Cayman Brac and Little Cayman) about 480 miles south of Miami, and just north of Jamaica in the Caribbean Sea. The population is made up of about 20% Caucasian, 25% black and 55% mixed race. The Cayman Islands are an English-speaking British Crown colony especially suitable for U.S. businessmen and Canadian businessmen owing to their close proximity to the U.S. and North America. The main industries are tourism, financial services, boat building and fishing. There are more than 500 bank and trust companies, and over 300 insurance companies registered in this world-famous tax haven. The Caymans receive over 500,000 tourists every year, most of them from the U.S.A.   Legal System The Islands are a common law jurisdiction, and, aside from the addition of a number of statutes to reflect the particular needs of the business community, have adopted a […]

BVI Company Registration and Maintenance Guides

  BVI Company Registration and Maintenance Guide (1) – Introduction to British Virgin Islands   BVI Company Registration and Maintenance Guide (2) – The BVI Business Companies   BVI Company Registration and Maintenance Guide (3) – Major Features of British Virgin Islands Company (BVI Company)   BVI Company Registration and Maintenance Guide (4) – Choosing the Name for a BVI Business Company   BVI Company Registration and Maintenance Guide (5) – Memorandum and Articles of Association   BVI Company Registration and Maintenance Guide (6) – Share Capital of Business Company   BVI Company Registration and Maintenance Guide (7) – Registration Procedures   BVI Company Registration and Maintenance Guide (8) – Readymade BVI Business Companies   BVI Company Registration and Maintenance Guide (9) – Annual Renewal   BVI Company Registration and Maintenance Guide (10) – Company Management   BVI Company Registration and Maintenance Guide (11) – Directors and Officers   BVI […]

British Virgin Islands (BVI) Company Registration and Maintenance Guide (12) – Books, Records and Common Seal

1. Books, Records and Common Seal A company incorporated under IBC Act shall keep such accounts and records as the directors consider necessary or desirable in order to reflect the financial position of the company. A company incorporated under IBC Act shall keep minutes of all meetings of directors, members, committees of directors, committees of officers, and committees of members, and copies of all resolutions consented to by directors, members, committees of directors, committees of officers, and committees of members. The books, records and minutes required by this section shall be kept at the registered office of the company or at such other place as the directors determine. A company incorporated under IBC Act shall have a common seal and an imprint thereof shall be kept at the registered office of the company. A company that willfully contravenes this section is liable to a penalty of US$25.00 for each day […]

BVI Company Registration and Maintenance Guide (11) – Directors and Officers

Management by Directors Subject to any limitations or provisions to the contrary in its memorandum or articles of association, the business and affairs of a company incorporated under IBC Act shall be managed by a board of directors that consists of one or more persons who shall be individuals or companies.   Election, Term and Removal of Directors The first directors of a company incorporated under IBC Act shall be elected by the subscribers to the memorandum; and thereafter, the directors shall be elected by the members for such term as the members may determine, and where permitted by the memorandum or articles of a company incorporated under IBC Act, the directors may also elect directors for such term as the directors may determine. Each director holds office until his successor takes office or until his earlier death, resignation or removal. Subject to any limitations or provisions to the contrary […]

BVI Company Registration and Maintenance Guide (10) – Company Management

The actual management (directorship and practical operation) of your BVI Business Company will mostly fall into one of the two main options: Option 1: Company directed by the owner You, the beneficial owner, can be appointed as the Director of Your Business Company. At Your wish this appointment may be directly logged on public file in the Registrar of Companies – or may not be registered, if You so desire. The Registrar of Director(s) will also be held by us, the Registered Agent in the Registered Address of the Company. Obviously, the particulars of the Company Director will also show up in some of the main documents of the Company. Option 2: Company directed by an appointed Director (nominee) In this case the directorship of the company is taken by a professional Director. This position is also commonly known as “Nominee Director” or “Third-party Director”. The Directorship service can usually […]

BVI Company Registration and Maintenance Guide (9) – Annual Renewal

BVI Government License Fees Dates and Penalties: Companies Incorporated between January 1st to June 30th – Funds must be credited to our account for payment to the Registry before May 15 deadline to avoid penalties below: *June 1st – July 31st – 10 % Penalty *August 1st – October 31st – 50% Penalty *November 1st – STRUCK OFF / 50% Penalty + RESTORATION FEE $825 (standard capital) *February 1st 2006 – RESTORATION FEE USD1125 (standard capital) Companies Incorporated between July 1st to December 31st – Funds must be credited to our account for payment to the Registry before October 30th. deadline to avoid penalties below: *December 1st – January 31st 2006 – 10 % Penalty *February 1st – April 30th 2006 – 50% Penalty *May 1st 2006 – STRUCK OFF / 50% Penalty + RESTORATION FEE $825 (standard capital) *August 1st 2006 – RESTORATION FEE USD1125 (standard capital) NOTE: It […]

BVI Company Registration and Maintenance Guide (8) – Readymade BVI Business Companies

Readymade BVI Business Companies Ready-made, or “shelf” companies are companies, which are already registered by us and are available for immediate purchase by an interested client. These companies have not traded or entered into any dealings or obligations whatsoever. Since incorporation, their documents have been kept motionless “on the shelf” in our office, hence the name. The primary purpose of a shelf company is (A) to save the clients¡¦ time if an especially quick turnaround is required; and (B) to provide for a somewhat earlier registration date, as might be necessary in some business circumstances. Please make sure to read the important notes at the end of this chapter. This is a list of ready-made companies available as of today. Click Here to Download Our Readymade BVI Companies List!   Important Notes About Readymade (Shelf) Companies 1. The actual price of a shelf company will depend on the age and […]

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