Viewpoints

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 […]

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 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 […]

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 […]

Step by Step to Register your BVI Business Company Procedures for Registration of a Tailor-made Company in British Virgin Islands (BVI) through Kaizen Step 1 You confirm and engage Kaizen to register an offshore company by either sending Kaizen an email or fax. If so requested, Kaizen will prepare and sign an engagement letter with you. Step 2 You provide to Kaizen either by fax or scan and email the following materials: 1 Proposed company name, either in English only or Chinese only or both; 2 One photocopy of passport (only the page showing the particulars of the holder) and residential address of each shareholder; if any shareholder is another corporation, please provide Certificate of Incorporation and Registered Office of that corporation; 3 One photocopy of passport (only the page showing the particulars of the holder) and residential address of each director; if any director is another corporation, please provide […]

Power to Allot Shares Subject to any limitations or provisions to the contrary in its memorandum or articles, the unissued shares and treasury shares of a company incorporated under IBC Act (International Business Companies Act 1984) shall be at the disposal of the directors who may, without limiting or affecting any rights previously conferred on the holders of any existing shares or class or series of shares, offer, allot, grant options over or otherwise dispose of shares to such persons, at such times and upon such terms as the company may, by resolution of directors, determine.   Shares to be Fully Paid No share in a company incorporated under IBC Act may be issued until the consideration in respect of the share is fully paid, and when issued the share is for all purposes fully paid and non-assessable save that a share issued for a promissory note or other written […]

Memorandum of Association of a BVI Company The Memorandum of Association of a BVI business company must include: the name of the company; the address within the British Virgin Islands of the registered office of the company; the name and address within the British Virgin Islands of the registered agent of the company; the objects or purposes for which the company is to be incorporated; the currency in which shares in the company shall be issued; a statement of the authorized capital of the company setting forth the aggregate of the par value of all shares with par value that the company is authorized to issue and the amount, if any, to be represented by shares without par value that the company is authorized to issue. A statement of the number of classes and series of shares, the number of shares of each such class and series and the par […]

There are restrictions on what types of words you can use in a company name. See “restrictions” and BVI Restricted Words. No company can be incorporated which has a name which is identical to another company incorporated in the British Virgin Islands or so closely resembles the name that it could be deceptive or mixed up. Possible endings:   The name of the company must include one of the following words or its abbreviation: Word Abbreviated form Limited Ltd. Corporation Corp. Incorporated Inc. Societe Anonyme or Sociedad Anonima S.A. Possible words to use in the name:   If you wanted to use the name Blue Mountains, Inc., it’s quite possible that the name is not available because there is already a company with that name registered in the British Virgin Islands.? In order to avoid your name being rejected because it is identical to another name, you might consider using […]

GENERAL INFORMATION The British Virgin Islands are a British dependency located in the Eastern Caribbean, about 80 kilometers East of Puerto Rico. English is the official language and the official currency is the United States Dollar. The Government is stable and promises to remain that way. There is good commercial and professional infrastructure and the Government is actively encouraging the development of the offshore finance business and has now upgraded the Companies Registry by installing state of the art technology. The International Business Companies Act was passed in 1984 and created the International Business Company (IBC) which is the preferred offshore company vehicle. In recent years the BVI has become extremely popular, particularly in the Far East region, due to the extensive marketing of the jurisdiction particularly by lawyers who moved from Panama during the Noriega regime and set up offices in the BVI. FEATURES OF BRITISH VIRGIN ISLANDS COMPANY […]

The British Virgin Islands, by virtue of its double tax treaties, was a financial centre long before the enactment of the International Business Companies Act in 1984 (replaced by BVI Business Act 2004). In 1984 the Territorial Government enacted legislation to enable the jurisdiction to meet the increasing demands of the international financial community. The cornerstone of the corporate legislation is the International Business Companies Act, 1984. This legislation has proved so popular with the international financial community that the British Virgin Islands is now one of the world’s pre-eminent offshore financial centres. In keeping with its role as one of the world’s pre-eminent financial centres, the Territorial Government has also been conscious of the need to provide the international financial community with a broader legal framework within which to provide offshore financial services. A legislative review programme was undertaken which has seen the amendment in 1993 of the Trustee […]