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Company Incorporation

British Virgin Islands

BACKGROUND

Geographical Location
The British Virgin Islands consist of 60 islands and cays having a total land area of 150 sq km , the British Virgin Islands are north west of the United States Virgin Islands and are separated by a channel only three miles wide. The neighbour with the largest land area is Puerto Rico 60 miles to the west. Except for Anegada, which is a flat, coral island with little soil, the Islands are hilly. Their greatest tourist attraction is their superb beaches, since much of the land is covered with scrub timber and coarse grass and there are no forests or rivers. Geographic coordinates: 18 30 N, 64 30 W.

Climate: subtropical; humid; temperatures moderated by trade winds

Population
The largest and most heavily populated Island is Tortola, which has about 19,156 (July 1999 est.) inhabitants. The capital, Road Town, is on the southern shore near Sir Francis Drake Channel. Tortola is connected by a bridge to Beef Island.

There are a 9,000 inhabitants who reside on the other islands 1,000 of which are in Virgin Gorda which is noted primarily for its unusual and interesting scenery.

Religions: Protestant 86% (Methodist 45%, Anglican 21%, Church of God 7%, Seventh-Day Adventist 5%, Baptist 4%, Jehovah's Witnesses 2%, other 2%), Roman Catholic 6%, none 2%, other 6% (1981).

Political Structure
The British Virgin Islands were discovered by Columbus who is said to have been so impressed by their large number that he named them 'Las Virgenes' in honour of St. Ursula and her 11,000 attendant virgins. During the 16th and part of the 17th centuries the islands harboured Dutch and English Buccaneers. In 1672 Britain claimed Tortola. Simultaneously, Denmark asserted her sovereignty over St. Thomas and St. John; then in 1773 she purchased St. Croix from France. The Danish islands were sold to the United States in 1917 for $25 million. Relations between the United States and British Virgin Islands are amicable. At present the British Virgin Islands is an internally self-governing colony with a ministerial system of Government operating under a Constitution adopted in 1967. The Governor, appointed by the Crown, remains responsible for defence and internal security, external affairs, the civil service, the administration of the courts and finance. He continues to have reserved legislative powers necessary in the exercise of his special responsibility. However, on other matters he is normally bound to act in accordance with the advice of the Executive Council. This consists of the Governor as Chairman; two ex-officio members (the Attorney-General and Financial Secretary); the Chief Minister, appointed by the Governor as the elected member who appears best able to command a majority in the Legislative Council; the Deputy Minister; and two other ministers appointed by the Governor on the advice of the Chief Minister.

The Legislative Council consists of a Speaker chosen from outside the council; two ex-officio members (the Attorney-General and Financial Secretary); one nominated member appointed by the Governor after consultation with the Chief Minister; and seven electoral districts. Elections are held at intervals of not more than five years.

Economy—overview: The economy, one of the most prosperous in the Caribbean, is highly dependent on tourism, which generates an estimated 45% of the national income. In the mid-1980s, the government began offering offshore registration to companies wishing to incorporate in the islands, and incorporation fees now generate substantial revenues. An estimated 250,000 companies were on the offshore registry by yearend 1997. The adoption of a comprehensive insurance law in late 1994, which provides a blanket of confidentiality with regulated statutory gateways for investigation of criminal offenses, is expected to make the British Virgin Islands even more attractive to international business. Livestock raising is the most important agricultural activity; poor soils limit the islands' ability to meet domestic food requirements. Because of traditionally close links with the US Virgin Islands, the British Virgin Islands has used the dollar as its currency since 1959.

Language
The official and spoken language is English.

Currency
U.S. Dollar

Exchange Control
None

Type of Law
Common

Principal Corporate Legislation
The Companies Act 1985; International Business Companies Ordinance 1984 (as amended); The Banks and Trust Companies Act 1990


KEY FEATURES TABLE

General
Political Stability Good
British Based Legal System Yes
Type of Company IBC
Disclosure of Beneficial Owner No
Migration of Domicile Permitted Yes
Tax on Offshore Profits Nil
Non-English Language Names Allowed Yes

Corporate Requirements
Minimum Number of Shareholders One
Minimum Number of Directors One
Bearer Shares Allowed Yes
Corporate Directors Permitted Yes
Secretary Required No
Standard Authorised Share Capital US$50,000

Local Requirements
Registered Office/Agent Yes
Company Secretary No
Local Directors No
Local Meetings No
Government Register of Directors Optional
Government Register of Shareholders Optional

Annual Requirements
Annual Return No
Audited Accounts No

Recurring Government Costs
Annual Tax/Licence Fee $300
Annual Return Filing Fee Nil


COMPANY FORMATION

Type of Company for International Trading
International Business Company

Procedure to Incorporate
Submission of the Memorandum and Articles of Association and a Certificate from the Registered Agent confirming compliance with the requirements of the ordinance.

Restrictions on Trading
Cannot Trade within the British Virgin Islands or undertake Banking or Insurance business. Cannot solicit funds from the Public.

Powers of Company
A Company incorporated in the British Virgin Islands has the same powers as a natural person.

Language of legislation and corporate documents
English

Shelf Companies available
Yes

Time Scale to Incorporate
Same Day, but allow ten working days for receipt of documentation

Name Restrictions
Any name that is identical or similar to an existing company, or any name that suggests the patronage of the Royal Family or the Government of the British Virgin Islands.

Language of Name
Whilst the Name of Company can be in any language, the documentation will be in English. Any name in a language other than English, must be accompanied by a translation to ensure that the name is not restricted.

Names requiring Consent or a Licence
"Assurance", "Bank", "Building Society", "Insurance", "Trust" or any name which in the opinion of the Registrar suggests the patronage of the Royal Family or the Government of the British Virgin Islands.

Suffixes to denote Limited Liability
"Limited", "Corporation", "Incorporated", "Societe Anonyme", "Sociedad Anonima" or the relevant abbreviations.

Disclosure of Beneficial Ownership to Authorities
No


SHARE CAPITAL, TAXATION, LICENCE FEES AND COMPLIANCE MATTERS

Authorised Share Capital
The Normal Authorised Share Capital is $50,000 with all of the shares having a par value.

Classes of Shares Permitted

  • Registered Shares
  • Bearer Shares
  • Shares of no par value
  • Preference Shares
  • Redeemable shares
  • Shares with or without voting rights

Bearer Shares Permitted
Yes

Taxation
An International Business Company does not pay any tax on its worldwide profits to the British Virgin Islands authorities.

Double Taxation Agreements
The British Virgin Islands only has treaties with Japan and Switzerland.

Licence Fees
A Company incorporated between 1st January and 30th June in any one year pays its licence fees on or before the 31st may in the year following incorporation and then annually. A Company incorporated between 1st July and 31st December in any one year pays its licence fees on or before the 30th November in the year following incorporation and then annually.

Companies with an Authorised Capital up to $50,000 pay $300.00 per year, and Companies with Share Capitals in excess of $50,001 pay the sum of $1,000 per year. Companies with a Share Capital that does not exceed $50,000 and having some or all of its shares with no par value pay the sum of $350 per year.

Financial Statement Requirements
Whilst there is no requirement to file Audited Accounts with the authorities, a Company is required to keep financial records which reflect the financial position of a Company.


STRUCTURE OF MANAGEMENT

DIRECTORS
Minimum number of Directors
One

COMPANY SECRETARY
Company Secretary Required
Yes

SHAREHOLDERS
Minimum number of Shareholders

One

 

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