BRITISH VIRGIN ISLANDS CORPORATIONS

100% Tax-Exempt

The British Virgin Islands (B.V.I.) comprises 50 islands in the Caribbean Sea, located approximately 60 miles east of Puerto Rico, north of the Leeward Islands, and adjacent to the U.S. Virgin Islands. The territory is pivotally located in the Caribbean: 2 hours by direct flight from Miami, 30 minutes from Puerto Rico. The capital is Road Town, Tortola and the total area is 59 square miles (153 square kilometers).

B.V.I. is a dependent territory of the United Kingdom. The principal islands are Tortola, Virgin Gorda, Anegada and Jost Van Dyke. B.V.I. is constitutionally autonomous of the United Kingdom except for external affairs, defense, internal security, civil service and court administration. The political system feature an elected Chief Minister, the head of the Government, and a nine member Legislative Council. The British Crown is represented by the Governor. The legal system is based on English Common Law and some English statutes have been extended to the B.V.I. The U.S. dollar is the legal tender. There are no exchange controls.

The financial services sector is the fastest growing sector of the economy and together with banking and insurance has significantly contributed with the growth domestic product. Other incentives include no capital gains tax; no estate duty; no dividend; no withholding tax; no estate duty; no capital transfer tax; no death duties etc.

International Business Companies (IBC's) are 100% tax-exempt.

Incorporation under the IBC Ordinance provides the following benefits and features:
IBC companies are exempt from all BVI taxes and stamp duty (except for registration fees and annual license fee) even though the administration of an IBC may be from within the British Virgin Islands
There are no issued share capital requirements
An IBC is required to have a Registered Agent and a Registered Office in BVI
Both registered and bearer shares can be issued and the company may acquire and hold its own shares
Only one shareholder is required
Only one director is required. A company may serve as a director
There are no nationality requirements for directors or shareholders
Board meetings of stockholders/directors/officers may be held anywhere in the world and may be conducted by telephone or through electronic means.
BVI annual license fee is lower than in many other jurisdictions
No public record is kept of the identity of shareholders or directors
The books and records of the company may be maintained anywhere
No accounts or annual summaries have to be filed with the Government, with the exception of the annual license fee form to be completed and filed by the Registered Agent in BVI

Our standard service includes incorporation, annual domiciliation (provision of registered office, resident agent, drafting of standard Memorandum and Articles of Association, share register, filing fees etc), nominee director (optional).

CORPORATE FEATURES

GENERAL
Type of Company	IBC
Political Stability	Good
Common or Civil Law	Common
Disclosure of Beneficial Owner	No
Migration of Domicile Permitted	Yes
Tax on Offshore Profits	Nil
Language of Name	Latin Alphabet
CORPORATE REQUIREMENTS
Minimum Number of Shareholders	One
Minimum Number of Directors	One
Bearer Shares Allowed	Yes
Corporate Directors Permitted	Yes
Company Secretary Required	Yes
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	No
Government Register of Shareholders	No
ANNUAL REQUIREMENTS
Annual Return	No
Submit Accounts	No
RECURRING GOVERNMENT COSTS
Minimum Annual Tax/Licence Fee	US€ 300
Annual Return Filing Fee	N/A

GENERAL INFORMATION:

The British Virgin Islands consist of 60 islands and cays having a total land area of 150 sq. km. They lie to the north west of the United States Virgin Islands and are separated from them by a channel only five kilometres wide. The neighbour with the largest land area is Puerto Rico, 96 km 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.

POPULATION

The largest and most heavily populated Island is Tortola, which has about 9,000 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 further 3,000 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 and rock formations.

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 Denmark purchased St. Croix from France. The Danish Islands were sold to the United States in 1917 for US€ 25 million. Relations between the United States and British Virgin Islands are good.

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 reserve the legislative powers necessary for 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.

Elections are held at intervals of not more than five years.

INFRASTRUCTURE AND ECONOMY

There is an excellent daily air service between the Islands and the USA. Cruise ships call in weekly to the Islands and there are freight carriers. There are excellent telephone, telex and fax facilities. Courier services are well represented on the BVI, including DHL, DTL and Federal Express, who provide a daily world-wide service.

The economy, one of the most prosperous in the Caribbean area, is highly dependent on the tourist industry, which generates about 21% of the national income.

In 1985, the Government offered offshore registration to companies wishing to incorporate in the Islands.

Livestock raising is the most significant agricultural activity. The Islands’ crops, limited by poor soils, are unable to meet local food requirements.

LANGUAGE

The official and spoken language is English.

CURRENCY

US Dollar.

EXCHANGE CONTROL

None.

TYPE OF LAW

Common Law, based on English Common Law with local modifications and local statutes.

PRINCIPAL CORPORATE LEGISLATION

•	The Companies Act 1985
•	International Business Companies Ordinance 1984 (as amended and the Banks and Trust Companies Act 1990

COMPANY INFORMATION:

TYPE OF COMPANY FOR INTERNATIONAL TRADE AND INVESTMENT

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 own real estate there. 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.

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 TO INCORPORATE

Two days, 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.

REGISTERED OFFICE REQUIRED

Yes, must be maintained in the British Virgin Islands, and must be maintained at the office of a licensed management company.

NAMES REQUIRING CONSENT OR LICENCE

Bank, building society, 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

Limited, Corporation, Incorporated, Sociètè Anonyme, Sociedad Anonima or their relevant abbreviations.

DISCLOSURE OF BENEFICIAL OWNERSHIP TO AUTHORITIES

No.

COMPLIANCE:

AUTHORISED AND ISSUED SHARE CAPITAL

The normal authorised share capital is US€ 50,000 with all of the shares having a par value, this being the maximum share capital for the minimum duty payable upon incorporation and annually thereafter. The share capital may be expressed in any currency. The minimum issued capital is one share of no par value or one share of par value.

CLASSES OF SHARES PERMITTED

Registered shares, bearer shares, shares of no par value, preference shares, redeemable shares and shares with or without voting rights.

BEARER SHARES PERMITTED

Yes.

TAXATION

An International Business Company does not pay any tax on its world-wide profits to the British Virgin Islands authorities.

DOUBLE TAXATION AGREEMENTS

The British Virgin Islands has treaties with Japan and Switzerland, although they have limited benefit and are not applicable to offshore business.

LICENCE FEES

Companies with an authorised capital up to US€ 50,000 pay US€ 300 per year.

Companies with a share capital more than US€ 50,001 pay the sum of US€ 1,000 per year.

Companies with a share capital that does not exceed US€ 50,000 and having some or all of its shares with no par value pay the sum of US€ 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.

DIRECTORS

The minimum number of directors is one. They may be natural persons or bodies corporate. They may be of any nationality and need not reside in the British Virgin Islands.

COMPANY SECRETARY

A company secretary must be appointed. The company secretary may be a natural person or a body corporate. They can be of any nationality and need not reside in the British Virgin Islands.

SHAREHOLDERS

The minimum number of shareholders is one.

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