Company Incorporation Step by Step: British Virgin Islands

16/07/2020  — by Celestine Loh

 

Here’s what you need to know to register your company in the British Virgin Islands (BVI). Read on for the BVI’s requirements, procedures, and the estimated timeline to incorporate. 

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Minimum Setup Requirements to Register a Company in the BVI

Incorporation requirements of a Business Company, or commonly known as an International Business Company (IBC) are as followed:

  • Director – 1 
  • Shareholder – 1 
  • Company Secretary – 1

*All the above 3 roles can be appointed to one person.

It is not legally required for the directors or shareholders to be of any specific nationality. Making IBCs very straightforward and easy to incorporate in the BVI. 

Offshore companies are popular in the BVI as it features no minimum capital requirements, exemption from income tax, no need for annual reporting or auditing as well as no capital gains or withholding taxes. However, offshore companies cannot conduct business in the BVI at all. 

There is no residency requirement for the shareholders/ directors and company secretary.

Registration Timeline 

Although there is no fixed timeline, the process itself for incorporation is rather straightforward. As long as you have prepared the documentation, you’ll find it a simple and smooth process. Here are the steps to incorporating in the British Virgin Islands:

Step 1: Reserve your Company Name

The first step is to reserve a company name with the BVI Registry. It has to be a unique name and the company search will be conducted by the BVI Commercial Registry. You will need to contact the BVI Commercial Registry.  

Step 2: Appoint a Registered Agent

It is required by the BVI government to have a registered agent when incorporating your business with the BVI. 

Step 3: Open a bank account 

Before your company is able to commence operations is to open a mandatory company bank account. This step must be performed before the company documents are drafted.

Additionally, employers must register for social security payment.

Step 4: Submit all relevant documents

At the same time, you will need to draw up the company’s Articles of Association as well as the details of the registered agent and founders of the business. 

Once these documents are prepared, it has to be submitted to the Companies Registry for approval.

Once approved, you should check for the need to apply for any other relevant licenses to officially commence your business. These licenses can be obtained from the Financial Services Commission.

Accounting

As mentioned earlier, companies are not required legally to prepare or file any financial accounts, annual returns or records. However, the company should keep financial records of essential financial information in case of any situation where it will require proof of financial records. 

Such records do not need to be kept within the BVI and it will not appear on any public platform.


Corporate Tax Requirements

There is no need to pay any form of taxes, except for Payroll Tax/ Real Property Tax and Stamp Duty Tax, in the BVI. 

Annual General Meeting

BVI-incorporated companies are not required legally to hold an Annual General Meeting each year. However, it may choose to do so accordingly to what has been decided in its Articles of Association. 

 

This article does not constitute legal advice.

The opinions expressed in the column above represent the author’s own.

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READ MORE: Documents required when incorporating your business

FURTHER READING:Company Incorporation Step by Step: Cayman Islands

Tags: annual general meeting | British Virgin Islands | BVI | company incorporation | Company secretarial | z-syndicate

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