Британские Виргинские Острова ( BVI)

British Virgin Islands

BVI Business Companies - registration fee - from 1,200 $

It is necessary and it is important to note the fact thatBritish Virgin Islands(BVI or "BVI" in the Russian version) in 2012 were included in the so-called "White" list of states that have signed and comply with the requirements of the OECD (OECD) on the automatic exchange of tax information and the FATF (FATF) on combating money laundering. Further, when designating in the text of the British Virgin Islands, the abbreviation - BVI._b94-3bb1-5c781905-5c781905 will be used -136bad5cf58d_

IMPORTANT - DESPITE THE ABOVE STATUS, OPENING ACCOUNT IN CYPRUS BANKS FOR BVI COMPANIES IS PRACTICALLY IMPOSSIBLE

BVI companies can be registered in the formBusiness Companies (business companies).

In accordance with the BVI Business Companies Act 2004, there is currently only one, single type of company -BVI Business Company. Their activity is regulated by the above Law (BVI Business Companies Act 2004 as amended).

In turn, this Law provides for several types of business companies that can be registered, namely:

companies limited by shares;
limited by guarantee;
companies limited by guarantee authorized to issue shares;
unlimited companies with or without shares;
restricted purposes companies or SPVs;
segregated portfolio company or SPC.

The most popular type of company is the first one listed above, namely -Companies limited by shares (Private companies limited by shares).By organizational and legal structure, such a BVI business company is a private corporation limited by shares of the liability of its shareholders (the liability of shareholders is limited by shares - private company limited by shares).

We offer a full package of services for incorporation (registration) and annual maintenance of BVI companiesof any type, including the provision of nominee services. The list of services includes, including (in relation to the Business Company):

Reservation of your company name.
Incorporation (registration) of your company.
Drafting and signing of the Memorandum and Articles of Association of the company and other documents of the company.
Submission of corporate documents to the BVI Registrar of Companies (BVI);
Obtaining registration documents from the Registrar of Companies, namely:

_cc781905-5cde-3194 -bb3b-136bad5cf58d_ - Certificate of Incorporation;

_cc781905-5cde-3194 -bb3b-136bad5cf58d_ - Memorandum and Articles of Association

Appointment of the first Directors of the company, appointment of the shareholders of the company.
Apostille legalization and notarization of a package of documents for a new company.
Issuance of company share certificates, issuance of a power of attorney (if applicable).
Payment of all official government registration fees to the BVI.
Issuance of Declarations of Trust (if applicable).
Delivery of documents by international courier mail around the world - UPS, FedEx, DHL.
Annual service support and maintenance of the BVI company (BVI), organization of the provision of the required documents at the request of customers.

If you briefly describe the BVI of the company, it can be noted that the BVI of the company is convenient and versatile in using them in business. Under BVI law, business companies are exempt from any taxation in the BVI, unless such a company does business in the BVI. BVI business companies are suitable for almost any international business activity and for any type of activity. They have a flexible organizational structure,not burdened any excessive requirements for financial accounting and reporting, although there is a requirement that each company must maintain accounting records (accounting records), which must be kept and must be provided upon request to the registrar or servicing bank (see below for more details).

BVI has strict confidentiality provisions regarding any company, their management structure and ownership structure, details of owners, shareholders, directors, financial status and other data are not public data, and no one except the BVI company registration agent and company administrator has access to such data (with the exception of data on the register of directors of companies, which since 2015 are transferred to the state Registrar of Companies on a mandatory basis by the BVI agent and must be updated as the composition of the company's directors changes).

Monetary unit and economy of the BVI

The US dollar is the official currency of the BVI. The British Virgin Islands are part of the Commonwealth of the Kingdom of Great Britain and are an Overseas Territory of Great Britain. The BVI has an independent judiciary based on English common law. Laws and regulations are usually developed in consultation with the private sector. The sector of offshore financial services and registration of companies and other legal entities (funds, trusts) forms a very significant part of the gross domestic product of the entire country.

MOST IMPORTANT FEATURES

business companiesBVI.

Exemption from any taxation in the BVI

BVI companies are exempt from BVI income tax, as well as from any other BVI taxation on any income from any activity not prohibited by law. The exemption applies to all income received by the company after incorporation, including any dividends, interest, rents, royalties, compensations and other amounts paid to the company or company, as well as any capital gains in respect of any shares, debentures or other company securities, from the sale of real estate, inheritance or donation, etc.

Any transactions in relation to the acquisition or sale of any shares, debt obligations or other securities, rights to them, rights to real estate that the company may own are not subject to taxation. All transactions and documents relating to the transfer of any kind of property, assets, shares, debentures, any rights, or securities, etc., are exempt from stamp duty, with the only exception for land transactions in the British Virgin Islands. In this case, the stamp duty is payable to the BVI.

BVI companies are not tax-registered on the BVI, are at the same time BVI tax resident, although BVI companies do not have any tax number, they are not assigned one. In the case of ordering a Certificate of Tax Residence, the BVI Tax Office will issue a certificate to the company exactly about this (that the company is not tax registered, it has not been assigned any tax number in accordance with the law, because the company does not conduct any activity in the territory of the BVI, etc. .P.). At the same time, the BVI tax department will require that a Certificate of good standing be obtained and submitted without fail, and only after it has been submitted, a tax certificate can be issued at the request of the company._cc781905-5cde- 3194-bb3b-136bad5cf58d_

Legal personality

A BVI Business Company is a separate legal entity (have the status of a legal entity from the date of incorporation), and has the same rights and powers as any individual.

Confidentiality

Confidentiality is one of the key features of BVI companies regarding the data of beneficial owners, director(s) and shareholder(s) - such data is not public and cannot be accessed by third parties. The register of shareholders, the register of directors and all minutes and decisions of the Company are kept only in the offices of the registered agent in full confidentiality. At the same time, these files are available for review to the shareholders of the Company.

The only documents that are public records are the Memorandum and Articles of Association of the company, but these usually do not contain any indication of the actual shareholders, directors or beneficial owners of the company. At the same time, since 2016, the Register of Directors of each BVI company is mandatory transferred (registered) by the BVI agent in the state Register of Companies of the BVI, although it is not included in the number of public documents of the company. It must be provided within 21 days after the appointment or change of director (directors) in the public register of companies on the BVI. The delay in submitting the register of directors to the state register entails holding the company liable in the form of an administrative fine in the amount of $100 (one hundred) US dollars.

Structural Flexibility

BVI Business Company can be incorporated (registered) with only one shareholder and one director. This minimum. The director and shareholder of the company may be the same person. Besides the director(s), the company does not need to appoint other employees. The position of secretary in the company is not provided for by law, although the owners can appoint a company secretary by their own decision, at their own discretion.

Shareholders and directors and employees of BVI companies can be both individuals and legal entities from any jurisdiction. General meetings of shareholders, meetings of the Board of Directors of the company do not have to be held in the British Virgin Islands, there are no requirements in the law for holding the Annual General Meeting of Shareholders.

Meetings of shareholders, meetings of the board of directors may be held by telephone or other electronic means, or alternatively, representatives of the director(s), as well as shareholders, may vote by proxy at such meetings of shareholders or meetings of the Board of Directors.

If the business of a company has only one shareholder who is an individual and that shareholder is also the sole director, such sole shareholder and director may (have the right) to appoint a reserve director to act as director of the company and to act in that capacity in the event of his death.

Protection against forfeiture of shares and assets

If any foreign government, or public authorities of another state, is trying to arrest or in any way seize the shares of the company and its shareholders, or have any other interest in the company, in its activities, in assets in connection with nationalization, expropriation, confiscation tax, other government charges, or for a similar reason, under BVI law, such a company, or its shareholders, may apply to the court of the British Virgin Islands in order to obtain a decision of the BVI court that the Company has the right to ignore the potential seizure of shares of the shareholder (shareholders ) and that the company is entitled to continue to treat such person as a shareholder of the company, despite the fact that his shares have been seized, seized, expropriated, etc., and such shareholder can continue to enjoy all the rights of a shareholder of the company, including attending and voting at meetings of shareholders of the company, etc.

There are no requirements for the preparation and submission of financial statements

BVI companies are not required to prepare and file financial statements with the BVI. However, companies must keep annual accounting records of the company's operations and such records must be kept at the office of the director of the company. Accounting records should be sufficient to show and explain the transactions of the company, as well as its financial condition on the date of the audit, or on any other date. In other words, the accounting records must give a financial estimate of the company to date with a reasonable degree of accuracy. Such records shall not be kept in the British Virgin Islands and the place for keeping such records may be freely determined by the owners and directors of the company, and there is no requirement in any way to surrender or publish any commercial or financial records of the company. At the same time, the BVI Business Companies Act contains an article on the liability of a company for refusal or failure to provide accounting records of the company at the request of the Registrar of the company. Under the law, the fine for failing to provide the company's accounting records in a timely manner is $10,000.

Bearer shares

According to the BVI Law On BVI Business Companies 2004 , all shares of the company are registered, and are issued on a tangible medium (on paper), and are also indicated in the register of shareholders of the company. At the same time, the law allows that shares may be issuedin the form of 'Bearer Shares'. Non-bearer shares are not actually allowed to be issued by any company today. However, such bearer shares cannot be issued to their beneficial owners (owner), but can only be held in the BVI, on deposit with the company's registered agent, or in a special vault under an agreement with the same licensed person outside the British Virgin Islands. Together with such shares, a written indication of the real owner of the shares, and the address of the owner of such shares, must be kept. The statutory BVI government fee rates for companies with bearer shares contain a clear disincentive against the use of bearer shares in structuring commercial companies, as government fees for such companies will be significantly higher upon incorporation and thereafter annually. In practice, it can be stated with full confidence that at present, bearer shares are not used by the owners of companies, and are not used, because. this entails a huge number of problems with the further use of such companies, with the opening of bank accounts, etc. It is fair to say that at present, company charters do not provide, or expressly prohibit, the issuance of bearer shares in a company.

Company names

A BVI company cannot be registered under a name that matches the name of an existing company, or has or plans to use a name similar to the name of an existing company, which, in the opinion of the state registrar of companies, may, with a high degree of probability, confuse or mislead third parties persons. The BVI company registration system also provides for cases where the name has already been reserved (reserved) for someone. Such a reserved name will also be treated as an already existing name.

Limited titles

Without obtaining the prior written consent of the BVI State Finance Commission, a company cannot be registered under a name (name) that contains words or phrases in its composition (name) that require a license (permit) to use them (in accordance with published list of such restrictions) - for example, the words "Assurance" "Bank", "Building Society", "Trade & Industry Chamber", "Chartered", "Cooperative", "Imperial", "Municipal", "Royal", " Trust", or any other word or words having a similar meaning, and any name which is under the patronage of the Commonwealth of the United Kingdom of Great Britain, the Queen of Great Britain, the British Virgin Islands, or any other government or department thereof._cc781905-5cde-3194-bb3b -136bad5cf58d_

The Registrar of Companies may also refuse to register any particular name(s) if, in the opinion of the Registrar, such name is offensive, or for any other reason objectionable in its sole discretion.

Company name change

Undoubtedly, any company, by decision of its shareholders, can change its name at any time after incorporation, while the change in the name of the company must be registered in the BVI state register of companies, and such a company must order and obtain from the Registrar of Companies a Certificate of change of company name (Certificate of change of name).

Endings denoting types of companies

The name of a limited liability company must end with the word "Limited", "Corporation" or "Incorporated"; the words "Societe Anonyme" or "Sociedad Anonima"; as well as the abbreviation "Ltd", "Corp", "Inc." or "SA"; or any other similar word or words or their abbreviations having the same meaning.
The name of an unlimited company must end with the word "Unlimited" or the abbreviation "Unltd".
Limited purpose companies must end with "(SPV) Limited" or "(SPV) Ltd".
The name of companies with segregated assets must end with the phrase “Segregated Portfolio Company Limited”; either Segregated Portfolio Company Ltd or “SPC Limited” or “SPC Ltd”;
The BVI name of the company may also contain a mention directly in the name of the company's registration number, namely "BVI Company Number", while immediately following the indication of the company number in numbers at the end, it is required to indicate the legal form of the company, as above, e.g. "BVI Company Number 9999999 Ltd". The company name may likewise contain additional foreign characters between the company number and its ending (Ltd, Corp., Inc. , etc.).

Appointment of the registered agent of the company

Each company must designate from the date of incorporation (incorporation) and have at all times the activities of a registered agent on the BVI. An agent can be appointed by any person of the company (including an existing director). All BVI agents are licensed and listed on the BVI Finance Commission website. The Registration Agent of the company performs all registration actions with the company on the BVI, is responsible for maintaining the company's registers, for making changes to the registers, provides the company with a registered address on the BVI, provides data on the company to third parties, in case of receiving official requests from the BVI government bodies, or by court decisions. etc. At the same time, the registered agent does not have the authority to make any changes to the Memorandum and Articles of Association of the company, to appoint directors or agents; approve a plan for the company's reorganization, consolidation, make statements on behalf of the company, provide information about the solvency of a company, or approve a plan for its liquidation. The owners (shareholders) of the company have the right to change and appoint another BVI registered agent for the company at any time. In this case, the transfer of the company to another agent must undergo state registration with the Registrar of Companies BVI.

Annual renewal and payment of BVI companies

All owners (customers) of BVI companies are required to pay annual license fees at established rates to the BVI government through a registered agent. Companies and their owners are required to pay annually for the services of an agent, the registered address of the company. All BVI companies must pay an annual fee for the company's annual renewal in the BVI public register of companies (in lieu of corporate income tax) to the Government of the British Virgin Islands.

Under the BVI Business Companies Act 2004, the government only accepts an annual renewal fee (payment) from the registered agents of a particular company. Therefore, clients (owners) of companies cannot, under BVI law, pay state fees for renewal directly to the BVI budget, this can only be done through an administrator who has an agreement with a specific BVI agent. Each administrator (in this case, our company) will send you, as the owners of the company, a notice in advance of the deadline for the renewal of the company, as well as an Invoice for the annual renewal.

The company's annual renewal (renewal) fees must be paid on time. Failure to pay the annual fee (fee to the state register) for the renewal of the company entails the refusal of the BVI agent to provide services for the company, and the company loses its good standing status (“good legal status”), after which the company will bear the cost of paying fines for late payment annual renewal.

Failure to pay government fees will result in a penalty charge of -10% of the amount of the unpaid stamp duty if payment is not made up to 2 months after the due date, and if later, a penalty of 50% if payment is made after the expiration of two (2) months after the renewal payment was overdue.

At the same time, owners may, at any time after the renewal deadline and payment of government fees, pay an annual renewal if they pay the established penalties and fines. After 6 months have elapsed and the annual fee has not been paid, the BVI Registrar of Companies has the right to strike such a company from the BVI Companies Register for failure to pay the annual fee. Depending on the date of registration of the company, the date of exclusion of the company from the state register of companies will be either May 1 or November 1 of the corresponding year.

Responsibility of a company after exclusion from the state register for non-payment of the annual fee

A company that has been struck off (struck-off the Register of Corporate Affairs) from the BVI Companies Register by the Registrar remains liable for any outstanding fees. She also continues to be liable for all her obligations and debts to the company's creditors. However, such a company may not continue to trade or enter into any new transactions anywhere, and its directors, shareholders and managers, by law, are prevented from any opportunity to conduct any transactions or transactions with the assets of the company on its behalf. Such transactions will be void. In essence, the removal of a company from the state register means that all of its assets and funds are legally frozen until the company is restored to good condition, or is legally liquidated (terminated).

The owners of the company can restore the company after it has been deleted from the BVI state register by the registrar, but, at the same time, the owners will have to pay significant fines, penalties for the elapsed time after the company was deleted from the state register, as well as pay penalties and fines to the registered agent for late payment of annual services, registration address, etc.

The name of a company that has been removed from the register due to non-payment of annual fees will be retained by such company for a period of seven (7) years from the date of removal from the BVI public register.

It is necessary and important to note that from June 2017, the register of beneficial owners (Beneficial onwers) for each company must be provided by the company's agent in the BVI to the BVI Registrar of Companies, which keeps and maintains the official register of beneficial owners of all companies. Such requirement is governed by the BVI "BOSS ACT"). The BOSS registry was specifically created on the BVI to enable the automatic exchange of BVIs with other countries under the CRS agreement.

SHORT LIST OF MAIN FEATURES

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