The income of BVI commercial companies is not taxable. The most common organizational and legal form of the registered company is a company limited by shares.
It is also possible to register companies with the following organizational and legal forms:
- a company limited by a guarantee without the right to issue shares;
- company limited by a guarantee with the right to issue shares;
- an unlimited company without the right to issue shares;
- an unlimited company with the right to issue shares.
In addition, the law allows for a special legal capacity to be specified in the Articles of Association of a company limited by shares, meaning that the company was formed only to achieve the purposes specified in the Articles of Association (Restricted Purposes Company).
Authorized capital and transfer of shares of the Commercial company of the BVI
The authorized capital of the company is declared, there are no requirements for compulsory payment and the establishment of the minimum and maximum size of the authorized capital.
The share capital can be expressed in any currency. The minimum number of issued shares is one share. The par value can be omitted. If the shares are of par value, then the shareholder is obliged to pay for the shares of the company based on the decision of the directors. At the same time, the law does not contain a requirement for mandatory full or partial payment for shares upon their issue. The pre-emptive right to purchase shares by shareholders is valid if it is expressly provided for in the Articles of Association.
The proof of ownership of the shares is the corresponding entry in the Register of Shareholders of British Virgin Companies. Shares are considered to be issued when the shareholder’s name is entered on the British Virgin Islands Register (BVI). The transfer of shares is deemed to have been completed only after the registration of an entry to this effect in the Register of Shareholders of British Virgin Companies. If the company’s shares are not fully paid up, the purchaser of the shares must sign a Stock Transfer Form.
Annual fee
The annual registration fee depends on the size of the declared share capital of the company:
- Companies with a registered capital of up to USD 50,000 pay an amount of USD 450 per year.
- Companies with a registered capital of USD 50,001 and above pay an amount of USD 1100 per year.
For late payment of the above fees, the following penalties are provided:
- For a delay not exceeding two months from the specified date – 10% of the specified value of the annual fees.
- For delays not exceeding five months from the specified date, 50% of the specified value of the annual fees.
- For delays over five months from that date, the delinquent company will be struck off from the BVI Companies Registry.
- The restoration of such a company in the BVI Registrar of Companies is possible, but in any case, will entail additional costs.
Permitted activities
A special license is required to provide banking, insurance, reinsurance, and trust services.
BVI Commercial Company Taxation
The company is exempt from all taxes.
Establishment of a British Virgin Islands Commercial Company (BVI)
The personal presence of the owners during the registration of the company is not required. Registration is done by Subscribers in the presence of a witness. The Registrar is presented with the Memorandum of Association and Articles of Association signed by the Registered Agent.
British Virgin Islands Commercial Company (BVI) Shareholders
One natural or legal person. There are no requirements for residency and citizenship.
The transfer of shares is carried out by drawing up an instrument of transfer. Further, this document is provided to the directors who make changes to the Register of Shareholders.
Directors of the Commercial Company of the British Virgin Islands (BVI)
The minimum number of directors required is 1. However, corporate directors (ie legal entities) are allowed. Directors can be of any nationality. The appointment of nominee directors is permissible.
The first director is appointed by the founder, in the future, the authority to appoint directors belongs to the general meeting of shareholders, however, in the Charter, this authority can be attributed to the functions of a director. The power to remove a director belongs either to the general meeting of shareholders or to the director, depending on the provisions of the Articles of Association.
Secretary of the Commercial Company of the British Virgin Islands (BVI)
There are no special requirements for the appointment of a company secretary.
Requirements for the name of a British Virgin Islands Commercial Company (BVI)
The company name can be in any language using the Latin alphabet. The Registrar may request an English translation of the title. The name should not be identical or similar to the existing ones.
To indicate limited liability, the name must contain the words: Limited, Corporation, Incorporated, Société Anonyme, Sociedad Anonima, Gesellschaft mit beshränkter Haftung, or abbreviations: Ltd, Corp., Inc., GmbH, SA. Words: Assurance, Bank, Building Society, Chamber of Commerce, Chartered, Cooperative, Imperial, Insurance, Municipal, Royal, Trust Company, Trustee Company, or other words or phrases with a similar meaning cannot be used in a company name if the company is not licensed. Royal or Imperial is not acceptable.
Registered office address
A BVI commercial company must have a registered office in the BVI.
Financial reporting, annual reports, and audit
Financial statements and annual reports are not required. However, a BVI Commercial Company must maintain accounting records that reflect its financial condition. No audit is required.
