The British Virgin Island (“BVI”) is one of the most recognized offshore destinations in the world. Since 1984, the BVI International Business Company (IBC) has incorporated more than 600,000 companies to date and an average of 250-300 new companies registered on a daily basis.
A BVI Business Company is exempt from the BVI income tax, the same exemption applies to all dividends, interest, rents, royalties, compensations and other amounts paid by a company, and all capital gains realised with respect to any shares, debt obligations or other securities of the company.
No estate, inheritance, succession or gift tax is payable with respect to any shares, debt obligations or other securities of a BVI BC.
All transactions and instruments relating to transfers of any type of property of assets, shares, debt obligations or securities to or by a BVI BC are exempt from the stamp duty, with a sole exception for land-ownership transactions in the British Virgin Islands, in which case stamp duty remains payable.
A BVI Business Company requires a minimum of only one owner, one shareholder, and one director. All of them can be one and the same person. Apart from the director, the company need not appoint any operating officers. The management structure of the BVI Business Company may be designed in accordance with the widest variety of requirements.
The shareholders, directors and officers of a BVI Business Company may be individuals or corporations and of any nationality. The shareholder’s or director’s meetings need not be held in the British Virgin Islands and there is no requirement for an Annual General Meeting.
Meetings can be held by telephone or other electronic means; alternatively, directors as well as shareholders may vote by proxy.
Where a Business Company has only one member who is an individual and that member is also the sole director, such sole member / director may specifically appoint a reserve director to act in his place in the event of his death
Confidentiality is one of the key features of the BVI Business Company as details of the company beneficial owners, directors and shareholders are NOT part of public record. Register of Members, Register of Directors and all Minutes and Resolutions by the Company are kept only at the offices of the Registered Agent in complete confidentiality. Certainly, though, these files are available for inspection to Company shareholders.
The only documents held on public record are the Memorandum and Articles of Association, but these normally do not contain any indication as to the actual shareholders, directors or the beneficial owners of the company. At the same time, if the owners of the company so wish, the Register of Directors and/or the Register of Members may be filed with the Registrar of Companies.
Such step may be desirable if a complete filing certainly must be achieved and showed publicly as to the actual identities of the Company managers or members – but, again, this is purely optional.
BVI Business Companies does not have an obligation to prepare of file financial accounts. However, records must be kept that are sufficient to show and explain the Company’s transactions; and will, at any time, enable the financial position of the Company to be determined with reasonable accuracy. Such records do not have to be kept in the British Virgin Islands and the location for keeping such records can be freely determined by the owners of the Company, and there is no requirement whatsoever to file or otherwise make public any commercial or financial records of the Company.
We however recommend keeping proper record of account by preparing a yearly management account and getting it approved by the board for good governance and compliance reasons.