Companies in british virgin islands: Top Companies in British Virgin Islands by Market Cap 2022

Company Types You Should Know

In this article, we will provide a comprehensive exploration of the BVI company types governed by the BVI Business Companies Act, 2004. Let’s find out!

How many BVI company types do you know?

Under the Business Companies Act of The British Virgin Islands, there are 5 main company types as the following:

• Company limited by shares
• Company limited by guarantee and not authorized to issue shares
• Company limited by guarantee and authorized to issue shares
• Unlimited company authorized to issue shares
• Unlimited company not authorized to issue shares

Other than the above types, the BVI also allows the company registration in further forms of:

• Segregated portfolio company
• Restricted purpose company

Regardless of any type of company in the BVI that you are planning to go to, note that the incorporation of a BVI company must be completed with the Registrar of Company via a registered agent. In addition, the Memorandum of Articles and Articles of Association is a must-have condition. Typically, the memorandum should include the following details:

• The company’s name
• The type of incorporated company
• The address of the company office
• Name and address of the Registered Agent

• Statements of whether the company is allowed to issue shares. If yes, the following details should be carefully prescribed to prevent future misunderstandings. They include the maximum number of shares, the types of shares, how they’ll be managed, etc.

• Other business-related statements such as any limitations on the business that the company may conduct as in the case of a restricted purpose company.

In what follows, we will delve into the key characteristics of each type of company in the BVI. Take a look!

Key features of each BVI company type

Company limited by shares

A company limited by shares is the most common type of company that is registered in the British Virgin Islands.

As its name denotes, a company limited by shares is the company having the ability to issue shares, and its member’s liability is separated from the company’s debts and obligations. Members of this company type are holders of its shares.

In order to incorporate a company limited by shares, you need to ensure your company memorandum of association clearly states that it is a company limited by shares, the maximum number of shares, the classes of shares, and specific features regarding the rights, limitation, and criteria adhering to each class.

Key features for this type of business structure are as the followings:

• Each company limited by shares is required to have at least one shareholder and at least one director, both of whom may be the same person.
• After the appointment of the company’s first director(s), he/she must issue the first shares in the company.
• The registered agent has a period of 6 months from the incorporation of the company to appoint the first director(s), and it is the first director(s) who will issue the first shares in the company.
• Shareholder’s liability is limited to the amount unpaid on shares held.
• Regarding the voting rights, for companies limited by shares, a shareholder has the total number of votes attached to the shares that he/she holds.

Learn more: The BVI Business Company: Key things offshore seekers should know

Company limited by guarantee

This company type is typically used for non-profit organizations. Under section 5 of the BVI Business Companies Act, a business is allowed to register a company limited by guarantee in two forms:

• A company limited by guarantee that is not authorized to issue shares
• A company limited by guarantee that is authorized to issue shares.

So, what are the differences between them?

A basic thing is that company limited by guarantee, whether or not authorized to issue shares, requires at least 1 member of the company to be a guarantee member. In addition, a guarantee member is entitled to one vote on any resolution on which he or she is entitled to vote unless the memorandum or articles provide otherwise.

Like obligations for the memorandum as seen in any company type, the memorandum submitted to incorporate a company limited by guarantee must be well stated in detail its company type and essence of its guarantee member’s liabilities.

Concerning the liability of a guarantee member to the company, as a guarantee member, it is typically limited to:

• The amount that the guarantee member has the liability to contribute as stated in the memorandum;
• Any other liability expressly provided for in the memorandum or articles of the company; and
• Any liability to repay a distribution in case it did not meet the solvency test.

Again, note that these liabilities would be applied only when the company is put into voluntary liquidation or insolvent liquidation as the laws, and they are limited to an amount described in the memorandum.

The flexibility to issue shares is the key difference of Company limited by guarantee authorized to issue shares compared to that not authorized to issue shares.

You should also recognize that the company limited by guarantee authorized to issue shares is actually a combination of a company limited by guarantee and a company limited by shares. Therefore, in addition to a statement of its company type, the memorandum must also involve further matters for guarantee companies as well as for companies limited by shares. A guarantee member can also be a shareholder.

Unlimited company

If you have got an insight into forms of “limited” company, everything will be easier with the “unlimited” one. The characteristics of each type can be fairly corresponding with what you have learned from its opposite terms.

Whether or not authorized to issue shares, an unlimited company must have a minimum of 1 unlimited member at all times. The liability of the unlimited members is considered to be their responsibility of making a contribution to the company assets in liquidation. Note that these members will have unlimited liability for the company’s liabilities.

Like a company limited by guarantee, there are two main forms of unlimited companies including:

• Unlimited company authorized to issue shares: The company has the ability to issue an unlimited number of shares. Its unlimited member can also be a shareholder and will have one vote unless the memorandum or articles provide otherwise.
• Unlimited company not authorized to issue shares: The company does not issue shares and thus none of its members are shareholders. As per the BVI Business Companies Act, the unlimited company not authorized to issue shares is subject to the requirement of filing its annual return in the approved form of its directors.

Restricted purpose company

A restricted purpose company (normally having its name ending with “(SPV) Limited” or “(SPV) Ltd”) is quite similar to a BVI business company but it may only be registered for transactions and activities with limited purposes such as insolvency-remote issues, securitizations or off-balance-sheet financing work.

There are some specific requirements for those who wish to establish a restricted purpose company in the British Virgin Islands:

• The company must be a company limited by shares;
• The company’s memorandum of association must include a statement that the company is a restricted purposes company;
• The memorandum must also clarify the actual purposes of the company.

It should be noted that a restricted purpose company is prohibited from amending its memorandum to modify or erase the statement for its type of company (that it is a restricted purpose company), as well as any resolution relating to the void of its members or directors.

A restricted purposes company can also be a segregated portfolio company.

Segregated portfolio company

Pursuant to the BVI Business Companies (Amendment) Act, 2018, The British Virgin Islands allows a segregated portfolio company (SPCs) to be incorporated or registered as an existing company only if the company is, or on incorporation will be:

• Licensed as an Insurer under the Insurance Act, 1994;
• Recognized as a professional or private fund or registered as a public fund under the Mutual Funds Act, 1996;
• Not licensed:
  • as an investment business company under the Securities and Investment Business Act, 2010;
  • as an insurance manager or insurance intermediary under the Insurance Act, 2008;
  • to carry on any activity that is regulated under the Banks and Trust Companies Act, 1990, Company Management Act, 1990, or Financing and Money Services Act, 2009.

A BVI SPC is deemed a legal entity that has separate portfolios. The assets and liabilities of each individual portfolio are segregated from each other and from the general assets and liabilities of the company. Notwithstanding, each segregated portfolio is not a separate legal entity.

A BVI business company segregated portfolio, after some amendments on its SPC regime and the expansion of its potential uses, is now able to be served for the following purposes:

• To hold assets for high net worth persons – i.e., institutional investors;
• To run multiple businesses/ types of business, including operating new business ventures that require segregation from the business of the segregated portfolio company;
• To use for property development and management;
• To used for bankruptcy remote vehicles in structured finance and capital markets transactions;
• To perform other responsibilities and investments which are not inconsistent with any restriction under the Act or SPC (BVI Business Company) Regulations, 2018.

To register as a BVI SPC, the entity must satisfy some requirements as below:

• Must be a company limited by shares;
• Either by setting up a new company as an SPC or in case of already incorporated, by registering with the Registrar as an SPC;
• Must receive written approval of the Financial Services Commission of the British Virgin Islands to be incorporated/registered.

Conclusion

In short, the British Virgin Islands (BVI) is one of the most reputed jurisdictions in the world. There are multiple choices for entrepreneurs to incorporate a BVI company, including a company limited by shares which is the most popular company type for business people, a company limited by guarantee, unlimited company, restricted purpose company, and segregated portfolio company.

Despite the fact that BVI company formation can be done in a straightforward and fast process, you should know that only a BVI registered agent has the ability to apply for incorporation. Each type of company also has its own characteristics and incorporation requirements. Therefore, if you are going to establish a company in the BVI, bear in mind to well examine whether the proposed type is the best fit with your company’s demands and goals. You are recommended to seek advice from professional experts before setting up your company.

Should you have any questions on each BVI company type, do not hesitate to send us an email via [email protected], or drop us an online message to live chat with our consultant team for further useful information.

Disclaimer: While BBCIncorp strives to make the information on this website as timely and accurate as possible, the information itself is for reference purposes only. You should not substitute the information provided in this article for competent legal advice. Feel free to contact BBCIncorp’s customer services for advice on your specific cases.

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what it is and how to register a company in the British Virgin Islands

Registration of an offshore company is a relatively simple and at the same time effective way to optimize your business. One of the most popular offshore jurisdictions is the British Virgin Islands (BVI), or BVI.

British Virgin Islands (BVI) is a dependent British territory of the eastern part of the Virgin Islands archipelago in the Caribbean, one of the most popular offshore zones. Legally, this part of the islands belongs to Great Britain, which makes the BVI a stable and economically reliable territory. The number of companies registered here has already exceeded one million. We can say that BVI is a reference offshore zone, the most prestigious and respectable tax haven on the planet, and it is also one of the oldest.

Offshore financial services make up a significant part of the BVI economy. As for the country’s tax system, it is quite typical for an offshore zone: there is no income tax for commercial companies and individuals, and there are no taxes on capital gains either. There is a payroll tax (it is 10% for small businesses, 14% for others), duties on imported goods, postage, license fees, and company registration fees.

Thus, a company in the BVI is a preferential taxation, a business-friendly legal system based on the norms of English law and allowing companies registered here to cooperate with financial institutions of any country, the optional maintenance of accounting records and, finally, the minimum regulatory requirements for companies .

Types of companies in the BVI

Today the following types of companies can be registered in the BVI:

• Companies limited by shares — companies limited by shares.
• Companies limited by guarantees and not authorized to issue shares
• Companies limited by guarantees authorized to issue shares
• Unlimited companies authorized to issue shares
• Unlimited companies not authorized to issue shares
• Restricted purposes companies – companies with limited liability and certain fixed statutory purposes.
• Segregated portfolio companies are limited liability companies that provide insurance services and have the right to separate the company’s assets and liabilities for each separately formed insurance portfolio.

Conditions for registering a company in the BVI

From a bureaucratic point of view, registering a business in the BVI is simple. One shareholder and one director are enough, and it can be one and the same person. The financial statements of the company can be stored in any country, since there are no requirements for its form and mandatory delivery. It is curious that there are separate requirements for the name of the company – it should not cause associations with the UK, the government, ministries and departments. If the company is engaged in banking, insurance or trust activities, then it must have an appropriate license.

Features of the operation of offshore companies registered in the BVI

BVI offshore activities are regulated by the British Virgin Islands Business Companies Act. Thus, according to the legislation, for offshore companies registered on the BVI, there is no currency control, the income tax rate is zero. Also, there is no sales tax, value added tax, dividends are not taxed, and so on. Management is only required to pay an annual license fee (from 300 to 1000 US dollars – the exact amount depends on the size of the authorized capital).

Note that in 2016 the rules for doing business in this country have undergone significant changes. This is due to the entry into force of amendments from 2004 to the previously mentioned Law (The BVI Business Companies (Amendment) Act 2016 (no. 19 of 2015 and no. 2 of 2016)), aimed at increasing the transparency of the financial system of the jurisdiction. Starting April 1, 2016, all companies registered here are required to submit data on directors and beneficiaries to the registration authority in the BVI. In addition, they must keep documentation describing and confirming financial transactions for five years (such as, for example, a statement of income, expenses, assets and liabilities). Documents must be available for inspection by local authorities. Violation of the rules for keeping financial records is punishable by a fine of $75,000.

Important!

The inclusion of information about directors and beneficiaries in the Public Register incurs an additional cost for companies in the amount of $50 per filing of one register. For late submission of data, a fine of $ 100 is provided.

Among other things, on March 1, 2014, the Convention of the Organization for Economic Cooperation and Development came into force in the territory of the BVI, providing for the interstate exchange of tax information. The BVIs are also parties to a multilateral agreement on the automatic exchange of financial information. Since June 2017, the BVI have been exchanging information with the UK. In 2016, Russia also joined the agreement, and from September 2018 it began to receive information. In the order of the Federal Tax Service of Russia dated December 4, 2018 No. ММВ-7-17/786@, which contains a list of states (territories) that do not exchange information for tax purposes with Russia, there is no BVO.

Registration procedure

Registration (incorporation) of an offshore company in the BVI is extremely simple. The whole procedure is clearly regulated by BVI legislation and, as a rule, takes no more than two weeks.

Personal participation of the head of the company in the process of incorporation is optional – all registration activities can be carried out by an agent.

For the incorporation of an offshore company in the BVI, it is required to prepare a package of documents, including apostilled and translated into English constituent documents of the registered company (memorandum of association, articles of association, etc.), confirming the creation of a legal entity. All documents must be notarized. To prepare them, the registered agent needs:

• scanned copies of the passports of the company’s shareholders;
• scanned copies of passports of directors of the company;
• a completed registration form containing, among other things, information about the company’s activities and its name (the latter will be checked by the agent for uniqueness in the BVI).

After payment of capital contributions and registration fees, the prepared statutory documents will be submitted to the BVI Registrar of Companies. Upon completion of registration, the organization receives the following package of documents:

• Certificate of Incorporation.
• Minutes of the First Meeting.
• Consent to act as director.
• Registers of directors and shareholders.
• Articles of Association.
• Memorandum of Association.
• Resolution of issuing share certificate.
• Share Certificate.

BVI offshore means stability, considerable benefits, and confidence in the future. Given the ease of registering a business in the territory of the BVO, incorporating an offshore company in this territory can contribute to a much more dynamic development of your business.

BVI company registration in 2023

The British Virgin Islands (BVI) is one of the most respected offshore financial centers in the world. For entrepreneurs, it was previously beneficial to register a company in the BVI. Despite the competition, about 40% of all offshore enterprises were established here and more than 5,000 enterprises were registered monthly.

Today, the BVI, like other offshore major zones, introduced economic presence laws. The new provisions apply to existing firms and are also mandatory when registering a company in the British Virgin Islands.

The law was introduced at the direction of the EU Code of Conduct Group on tax practices. Relevant legislative amendments have been made to “ Beneficial Ownership Secure Search System Law “, 2017 (“ BOSS Act “) to ensure accountability.

Highlights of registering a company in the BVI in 2023

If you are interested in the opportunity to register a company in the BVI, check out the key benefits:

• The government has taken steps to increase the credibility of its regulatory regime, which strengthens the state’s position in the field of international financial services .
• Skilled workforce and favorable business environment.
• The legal system is based on English common law.
• High standards of regulatory transparency.
• USD is the official currency, so there are no problems with currency conversion.
• Due to the large number of registered companies, the country’s budget is constantly replenished. This fact favorably affects the economic and political sphere.
• BVI is an independent country with a high standard of living.
• The government signed a double tax treaty with Japan and Switzerland.
• Privacy is regulated by law.
• Registration requires 1 director and 1 founder.
• BVI remote business registration is available.
• Shares of a local firm may be classified into classes.
• It is possible to open a BVI company account with a registered local office and an agent.

The most common type is the registration of an International Business Company (IBC) in the BVI.

BVI IBC Registrations: Requirements

An individual or entity wishing to establish an International Business Company in the BVI must complete the registration process. There are minimum requirements to formally initiate the registration process:

1. A notarized photocopy of the passport.
2. Data on the addresses of the place of residence of the founders.
3. Suggested company name.
4. The amount of the authorized capital.
5. Registered local address.
6. Description of the business activity.

The next step is to file the Memorandum and Articles of Association with the Registrar. A registered agent conducts due diligence on the firm and its assets.

Read also: British Virgin Islands (BVI): company registration remotely

company registration in BVI: BVI

1. Registration of a limited liability company (LLC) in the BVI. The most common type of firms. In order to register an LLC in the BVI, you need to make sure that the memorandum of association describes all the requirements stipulated by law.
2. Establishment of a company limited by guarantee to BVI. This type is used to create non-profit organizations in the BVI. As regards the liability of the guarantee participant to the company, it is usually limited to:
   1. the amount to be paid by the guarantor participant as specified in the Memorandum;
   2. any other liability expressly provided for in the Memorandum.
3. Create a hybrid organization.

BVI company registration process:

1. Reserve a unique name in the Registry.
2. Prepare constituent documents.
3. Have a registered local address and agent.
4. Submit documents for registration.
5. Open a bank account for a BVI company.
6. Obtain any special permits: for example, obtain a financial license for companies in the BVI.

Unique name

If you decide to open a company in the BVI, when choosing a name, you need to make sure that all words are written in English. The name must end with Limited (LTD), Corporation (CORP), Incorporated (INC), or Societe Anonyme (SA).

A license is required for use in the name Bank, Insurance, Assurance, Re-Insurance, Trust, Trustee, Savings, Royal, Asset Management, etc. It is forbidden to use words indicating a connection with the local, state, national government.

Company management

A minimum of 1 director and 1 founder is required to set up a commercial company in the BVI.

Note: Since 2004, a register of directors of the company has been introduced and the BOSS system has been introduced.

BOSS is a secure beneficial owner search engine. From June 30, 2017, it is necessary to upload data on the beneficial owners of each registered firm, which allows the relevant authorities to have a searchable database containing information on persons owning 25% of the shares.

It is worth noting that the register of beneficial owners after the introduction of BOSS is public.

If you are interested in registering a company in the BVI, under the Money Laundering Law, companies are required to comply with KYC obligations. Thus, the BOSS Law, in conjunction with the AML Law, requires entities to perform Know Your Customer (KYC) procedures for individuals who directly/indirectly control 10% or more of the shares of a legal entity.

company registration in the Virgin Islands: what to look for?

1. Information on the beneficial owners of each firm must be added to the system.
2. An entity must identify any person who is the beneficial owner or registered entity and notify the licensed agent of that information within 15 days of such person being identified.
3. Within 15 days, the registered agent must be notified of changes in the prescribed information and the dates on which they occurred.

“ES Law”

Everyone who works with foreign regions is already familiar with the concept of Substance – the real presence of the company in the zone. The deterioration of the global economic situation has forced international organizations to think about resolving the global balance in the field of international taxation and to identify companies that abuse international treaties for the avoidance of double taxation. One means of identifying such companies was the Substance requirement, which was introduced by the Organization for Economic Cooperation and Development. The requirement includes having an office with a local director, secretary and staff when registering a new company in the BVI.

Given the trend of recent years, Substance conditions are spreading quite quickly among the most popular low-tax countries, such as Cyprus, BVI, Belize, Cayman Islands.

On January 1, 2019, the Substance terms went into effect in the BVI. They apply to:

• registration of a company to provide banking services in the BVI;
• finance and leasing;
• Obtaining a BVI insurance company license;
• shipping;
• Obtaining a BVI fund manager license;
• establishment of a holding company in the BVI;
• distribution center enterprises.

In any case, it is necessary to pay for the verification of the company and its assets to determine whether the activity is subject to the newly introduced tax rates.

The International Tax Administration (ITA), responsible for implementation and monitoring, issued revised Rules in February 2020. The revised Rules address comments received from BVI, EU and OCED industry practitioners, set out the ITA’s interpretation of the ES Law, and how it will fulfill its obligations.

The law does not exempt delisted companies from the requirement to have the relevant Substance or to submit an annual return if the entity is reinstated.

Excluded entities that have regained good standing after December 29, 2020 will be required to file an annual return with the ITA and are likely to face penalties immediately upon reinstatement as the annual return deadline has already passed. For violation of the law, a fine is set, the minimum amount of which is $ 5,000. In case of non-payment of a fine, a cascade system of increasing fines begins to operate.

Read also: BVI: Acquisition of an investment company

Diversity of corporations and trusts

In terms of the variety of corporations and trusts available, the BVI is one of the most diverse financial centers in the world. You can register an IBC on BVI in any of the following forms:

• Limited/Ltd.
• Corporation.
• Incorporated/Inc.
• Societe Anonyme/SA.

The Zone offers purpose trusts, which are often used to hold the shares of a private company.

Banking Opportunities

IBC companies wishing to open bank accounts in the BVI must have an active business with local staff, a local registered office and a licensed agent.

However, local banks have strict KYC requirements, personal visits and meetings are required to open bank accounts for IBCs in BVI. Therefore, it is extremely difficult to open an account in BVI banks.

In this case, it is advisable to order a consultation with a specialist who will tell you where it is most profitable to open an account for a company from the BVI.

How can a foreign company trade in the BVI?

A non-resident company may trade directly in the BVI, either through a contractual agreement with a local registered legal entity (through an agency agreement) or by obtaining a business license in the BVI.

Conclusion

The British Virgin Islands is an area that can be considered for setting up a company. Using a BVI legal entity to own an investment/property or run a business may not be profitable if the business is not related to the relevant activities as required by the ES Law.

To obtain detailed information about the conditions for doing business in the BVI, the right decision would be to book a consultation with a company registration specialist in the BVI. YB Case specialists will help you register a company in the BVI according to the new requirements or suggest more suitable countries, referring to the specifics of your business. You can contact our employees using the contacts listed on the site, or by filling out the application form below.

Our list of services also includes:

• International corporate structuring: BVI company structuring advice.
• Consulting on management reporting in accordance with local and international standards.
• Consulting solutions for business expansion abroad.
• Risk management consulting.
• Support in company incorporation in Europe and Asia.

FAQ

What documents do I need to prepare for company registration in the BVI ?

To set up a company in the British Virgin Islands, you need to provide:

• Articles of Association of the company;
• Memorandum of Association;
• Company name;
• Information about directors and founders;
• Address of the company’s registered office;
• Name and address of registered agent.