British Virgin Islands

GENERAL INFORMATION

COMPANY INFORMATION

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 or carry out any activities connected to gambling.

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

Latin alphabet. 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 a 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, Société Anonyme, Sociedad Anónima or their relevant abbreviations. 

Disclosure of Beneficial Ownership to Authorities
No

COMPLIANCE

Share Capital

The normal 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, shares of no par value, preference shares, redeemable shares and shares with or without voting rights.

Taxation

A Business Company does not pay any tax on its worldwide profits to the British Virgin Islands authorities.

Licence Fees

• Companies with a share capital up to US$ 50,000 pay the sum of US$350 per year.
• Companies with a share capital more than US$ 50,001 pay the sum of US$1,100 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. Directors may be natural persons or bodies corporate. They can be of any nationality and need not be resident. A copy of the Register of Directors must be held at the Registered Office and any changes to the Register must be sent to the Registered Office within 15 days of the change. Failure to do so may result in a fine of US$10,000.

Company Secretary

A company secretary is not a requirement under the Act, but a secretary is normally appointed to facilitate signing obligations.An imprint of the Company Seal must be held at the Registered Office. Failure to do so may result in a fine of US$10,000.  If the Minute Books containing records of meetings of members and directors are not held at the Registered Office the address at which these books are held needs to be provided.

Shareholders

The minimum number of shareholders is one. A copy of the Register of Members must be held at the Registered Office and any changes to the Register must be sent to the Registered Office within 15 days of the change. Failure to do so may result in a fine of US$10,000.

Disclaimer

The above does not constitute legal or other professional advice. Excellenzia Corporate Services Ltd does not accept any responsibility, legal or otherwise, for any errors or omissions.