The British Virgin Islands (BVI) is a group of islands in the Caribbean Sea located approximately 50 miles or 80 kilometers east of Puerto Rico. The BVI is a British Dependent Territory which became self-governing in 1967 and is a member of the British Commonwealth. Since introducing its International Business Company (IBC) legislation in 1984, the BVI offshore financial services sector has flourished and is now the world’s most popular offshore centre with around 800,000 companies incorporated. The newly enacted Business Companies Act should further enhance the jurisdiction’s popularity.
For further information, please visit www.bvifsc.vg.
BVI’s legal system is based on English common law supplemented by local ordinances. There are no taxes levied on Business Companies with the exception of the annual government licence fee which is USD350 for companies with the number of authorised shares issued up to 50,000. Companies that fail to pay their licence fee by the due date are subject to penalties and those that fail to pay five months after the due date will be struck off the Register. There are no exchange controls or restrictions on the flow of currency in or out of the territory.
Every BVI company must have a Registered Agent and Registered Office in the BVI, provided by a licenced service provider.
Each company must have at least one director and corporate directors are permitted. However, under the Business Companies (Amendment) Act 2005 or “the New Act”, every newly incorporated company will be required to appoint first director within 6 months of the date of incorporation. The original or copy of the Register of Directors must be kept at the office of the Registered Agent but details of the directors do not appear on any public record, although there are provisions for optional filing of this information at the Registry of Corporate Affairs if required.
The company should have at least one shareholder and bearer shares are allowed. Under the new Act, bearer share certificates have to be held by an approved Custodian. The Register of Shareholders or a copy thereof should be kept at the office of the Registered Agent. Details of the shareholders do not appear on any public record, although there are provisions for optional filing of this information with the Registry of Corporate Affairs if required. For stamp duty reasons, it is advisable to keep the original register in the BVI.
There are no requirements for annual returns, annual meetings or audited accounts.
The BVI has attracted a healthy number of international accounting and law firms. There are at present, relatively few banks or financial institutions. The Registry of Corporate Affairs in the BVI has kept pace with the increasing demand by ramping up its efficiency and embracing technical advancements.
There are no specific statutory provisions governing secrecy in relation to companies. However, statutory filing requirements are minimal and English common law, which applies to the jurisdiction, does impose a duty on professionals to keep the affairs of their clients confidential.