The organization and operations of International Business Companies in the British Virgin Islands (BVI Companies) is governed by the International Business Companies Ordinance No.8 of 1984 (the Ordinance) enacted by the Legislature of the British Virgin Islands. All information herein refers only to BVI Companies organized pursuant to said Ordinance.
The British Virgin Islands are increasingly becoming an attractive jurisdiction for the establishment of off-shore corporations. Among the many advantages are the ease and speed with which a company may be registered, flexible and modern regulations as contained in the Ordinance, and the absence of any taxation on the operations or income of such companies other than a yearly License Fee refereed to below.
One or more persons, whether natural or legal, subscribe the Memorandum and Articles of Association before a witness, which are then filed with the Registrar of Companies, who then issued a Certificate of Incorporation. The company is thereupon registered. This process usually takes two or three days.
It is not necessary that the interested parties be in the British Virgin Islands for the purpose. When the interested parties are not in the British Virgin Island any nominees may act as sole incorporator and execute the Memorandum and Articles of Association.
Once the company has been registered, the subscriber would proceed with the appointment of the first Directors and at this point the company is ready to commence operations.
The subscriber to the Memorandum and Articles of Association does not become a shareholder or entitled to subscribe shares by virtue only of having acted as subscriber.
B.THE MEMORANDUMS AND ARTICLES OF ASSOCIATION
The Memorandum must include:
(a) The name of the company
(b) The address within the British Virgin Island of the registered office of the company, which may be and usually is the address of the registered agent of the company;
(c) The name and address within the British Virgin Islands of the registered agent of the company;
(d) The objects and purposes of the company;
(e) The currency in which shares in the company are to be issued.
(f) The authorized capital, which may be designated in terms of shares with par value on in terms of shares without par value;
(g) The classes of shares, and the number and par value of each class;
(h) The designations, powers, references, rights, qualifications and restrictions of each class of shares to be issued as bearer shares, and whether registered shares may be exchanged for bearer shares, and vice versa.
(i) In the case of bearer shares, the manner in which notices are to be given to the holders of bearer shares.
The articles of Association contain regulations for the conduct and activities of the company.