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British Virgin Islands Business Company (BC): Overview.

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British Virgin Islands Business Company (BC): Overview

Located in the Caribbean, the British Virgin Islands (BVI) is a stunning natural beauty and has a reputation as a prominent international business jurisdiction. Its stable political climate, supportive regulatory environment and robust legal frameworks have attracted many businesses. With a commitment to transparency and compliance with international standards, the BVI has established itself as a trusted hub financial centre.

This guide explores the intricacies of company incorporation and operation in the BVI, covering requirements, regulatory compliance and more.

Key takeaways

  • BCs require a minimum of one director and one shareholder.
  • Companies can be incorporated with a minimum paid-up requirement of USD 1.
  • Establishing a new company in the BVI usually takes two to three working days.
  • While offering flexibility, BVI companies must adhere to specific compliance requirements, including annual financial reporting, maintenance of corporate records and beneficial ownership disclosure.

BVI Business Company overview

The Business Company (BC) is an offshore company registered in the BVI, known for its favourable business environment, tax regime and legal framework. Formerly known as an International Business Company (IBC), the name was updated to BC in 2004 when the BVI BC Act replaced the International Business Companies Act.

Benefits

  • No local director residency requirement: The company director can be of any nationality.
  • Taxation: BCs registered in the BVI are not subject to taxation on their worldwide profits.
  • Classes of shares permitted: Companies can issue various classes of shares, including registered shares, shares with no-par value, preference shares, redeemable shares, and shares with or without voting rights.
  • Power of company: The company has the same powers as a natural person.
  • Legal structure: The nation has an independent judicial system based on English Common Law.

To establish a BC, navigating and adhering to the specific regulatory and operational aspects governing these entities is essential. The following are crucial considerations:

Share capital and currency

The standard currency for share capital is expressed in US dollars, but companies can use any currency. The minimum amount paid up for shares is USD 1. The most effective number of shares issued is capped at 50,000.

Bearer shares are not permitted, aligning with international transparency standards and regulatory requirements.

Trading restrictions

  • Cannot own real estate and trade within the BVI.
  • Cannot undertake the business of banking, insurance, assurance, reinsurance, fund management, collective investment schemes, trust management, trusteeship, the rendering of investment advice or any other activity that would suggest an association with the banking or insurance industries.
  • Cannot offer its shares for sale to the public or conduct any gambling-related activities.

Requirements for setting up a business company

Directors

The company must have at least one director, and they do not need to be local residents. Directors may be natural persons or body corporates. Publicly accessible records containing only the director’s name are available for transparency.

Shareholders

Like directors, the company requires a minimum of one shareholder, who may be a natural person or corporate body. Records of shareholders are not publicly accessible.

Company secretary

While not compulsory, it is advisable to appoint a company secretary. There is no requirement for local residency or specific qualifications.

Name restrictions

Certain restrictions apply when selecting a company name. These include avoiding names identical or similar to existing companies and those that may imply patronage by the Royal Family or the Government of the BVI.

The BVI BC (Restricted Company Names) Notice 2013 outlines specific restricted words or phrases to ensure naming appropriateness. Additionally, any name in a language other than English must be accompanied by a translation to assure compliance with regulations. The BVI BC (Amendment) Act, 2012, guides using foreign character names in naming BVI BCs.

Certain names are subject to additional scrutiny and may require consent or a license for use. These include terms such as Bank, Building Society, Chartered, Cooperative, Imperial, Royal, Savings, Loans, Insurance, Assurance, Reinsurance, Fund Management, Investment Fund, Trust, Trustees, Chamber of Commerce, University, Municipal, or their foreign language equivalents.

Suffixes to denote limited liability

To denote limited liability, company names must include specific suffixes such as Limited, Corporation, Incorporated, Société Anonyme, Sociedad Anónima, or their relevant abbreviations.

Registered office requirement

A registered office is a mandatory requirement for companies in the BVI. It must be maintained within the jurisdiction and at the office of a licensed management company.

Incorporation process

The BVI’s incorporation process involves submitting the Memorandum and Articles of Association, along with a Certificate from the registered agent confirming compliance with statutory requirements.

Establishing a new company in the BVI typically takes two to three working days.

Compliance requirements for Business Companies

Licence fees and renewal

Companies with up to 50,000 authorised shares are subject to an annual fee of USD 550, while those with more than 50,001 shares pay USD 1,350 annually.

The annual license fee renewal is based on the company’s incorporation date. For companies established from 1 January to 30 June, the renewal deadline falls on 31 May. The renewal deadline for companies incorporated from 1 July to 31 December is 30 November.

Accounting record requirements

The company must keep accounting records to reflect its financial position and explain transactions. Records are not required to be stored in the BVI, but the registered agent must have written confirmation of their location. They must maintain a written record of where the accounting records are stored for each company. Failure to comply with this requirement may result in a fine of USD 10,000 as outlined in section 98(2) of the BVI BC Act, 2004.

Filing annual returns

Companies must submit an annual return with financial information to their registered agent within nine months of the financial year-end, usually 31 December, with a deadline of 30 September.

Records management

The imprint of the company seal must be kept at the registered office. Failure to do so may lead to a fine of USD 10,000. Additionally, minute books containing records of meetings of members and directors must be retained. If these records are not held at the registered office, the address must be provided to the registered agent.

Annual General Meeting (AGM)

While not mandatory, companies can hold an AGM for shareholders if necessary.

Economic substance (ES) reporting

BVI BCs must file ES reports within six months following the ES Financial Report. For companies formed before 1 January 2019, the default period ends on 29 June, with a deadline of 29 December. New entities’ due dates are six months from their anniversary of incorporation.

Register of directors and members

A register copy must be maintained at the registered office. The registered agent must be informed of any changes to this register within 15 days of the modification. Failure to do so may incur a fine of USD 10,000.

Beneficial ownership disclosure

Companies must disclose their beneficial owner(s). This information is disclosed to the appointed agent and is accessible by the BVI authorities. However, they are not publicly accessible.

Conclusion

The BVI BC is an attractive option for individuals and corporations seeking to establish a presence in a reputable offshore jurisdiction. The BC is a favourable environment for various business activities with its flexible corporate structuring, minimal reporting requirements, and tax-efficient regime. As global business evolves, the BVI remains a premier destination for investors looking to navigate the complexities of international commerce with confidence and efficiency.

Set up a BVI Business Company with Acclime

Acclime provides comprehensive support for establishing and managing BVI BCs, ensuring compliance with regulations while maximising the jurisdiction’s advantages. From facilitating incorporation to guiding through compliance requirements, we offer tailored solutions and ongoing support. With Acclime, clients can confidently navigate the complexities of setting up and maintaining BVI entities.