BVI company types and regulation
Formation of companies in the British Virgin Islands is governed by the BVI Business Companies Act, 2004 (“the Act”), under which the following types of business companies (“BC”) can be set up for international trade and investment
- a company limited by shares;
- a company limited by guarantee that is not authorised to issue shares;
- a company limited by guarantee that is authorised to issue shares;
- an unlimited company that is not authorised to issue shares; or
- an unlimited company that is authorised to issue shares.
Using the above company types, you can also set up a restricted purposes company (SPV) or a segregated portfolio company.
The regulating authority is the Financial Services Commission which is responsible for the sector of financial services in the British Virgin Islands.
Details you need to know about formation in the BVI
All companies formed in the BVI must have a local registered office which can be the address of the company’s registered agent (there are about 70 registered agents in the BVI regulated and licensed by the Financial Services Commission, the list is available on the FSC web site).
BVI companies are not subject to income or other taxes, irrespective of the source of income. The only exception is the salary tax imposed on companies engaging local employees.
What is the Annual Fees to be Paid to the BVI Registry?
Companies pay annual fee depending on the amount of the company’s Share capital. For instance, the annual fee for companies having the Share capital of up to $50,000 is US$1,800, and for companies the capital of which exceeds $50,000 – US$3,000.
There must be at least one director (whether individual or corporate, resident or not), and the first director(s) must be appointed within 6 months following incorporation. Details of directors (including the names and addresses, dates and appointment and removal/retirement) shall be recorded with the register of directors to be kept at the company’s registered office.
Companies formed under the British Virgin Islands BC Act are required to keep at the office of their registered agent (apart from the M&AA):
– original or a copy of the register of members (any updates to which are to be notified to the registered agent within 15 days)
– original or a copy of the register of directors (any updates to which are to be notified to the registered agent within 15 days)
– other records, such as minutes of meetings and resolutions of members and directors, etc.
Key Benefits Of Using BVI Structures
1. Corporate flexibility-Modern, flexible and commercially minded BVI corporate legislation (with certain provisions cherry-picked from Delaware, Ontario, Australia, and English corporate legislation) ensures that corporate transactions proceed with maximised efficiency, consistent with common law legal systems.
2.Corporate efficiency – BVI Companies ordinarily enjoy broad corporate capacity; they can undertake any lawful act or activity, and there are no restrictions relating to corporate benefit nor are they limited by financial assistance restrictions. Efficient procedures apply for authorisation of corporate activity – the vast majority of corporate activity can be approved by the directors without the need for a shareholders’ resolution
3.Minimal capitalisation requirements -BVI Companies are not subject to “thin capitalisation” rules or any capital maintenance requirements. Provided a company maintains cash-flow and balance sheet solvency, the distribution of assets to shareholders or redemption of shares is a straightforward process. A BVI company is expressly empowered to provide financial assistance to a third party for the acquisition of its own shares
4.Tax neutrality – The BVI has no income tax, corporation tax, capital gains tax, wealth tax or similar fiscal laws. While trading companies will normally pay taxes in the usual way in countries where they engage in business, using a BVI company as an intermediary holding company can create tax neutral layers in the corporate holding structure.
5.Low cost – BVI companies are still inexpensive compared to other premium jurisdictions such as Cayman and Bermuda. A vanilla BVI company can normally be incorporated for around US$3,200 inclusive of disbursements and annual government fees are around US$650.
6.Fast company formation –A BVI company can be formed within three weeks at a competitive price that is still relatively inexpensive compared to other premium offshore jurisdictions. The BVI’s anti-money laundering (AML) laws do mandate that customer due diligence (in line with the FATF Recommendations) be obtained on directors, shareholders and ultimate beneficial owners of a BVI company; the practical speed of forming a BVI company will mostly be linked to the client’s ability to satisfy customer due diligence requirements.
What you will get?
You will received the following:
- Certificate of Incorporation
- Certificate of Incumbency
- Register of Directors
- Register of Members
- Register of Charges
- Shares Certificates
- Company Stamp
- Company Common Seal
- First Filing of Appointment of Dirtector(s)
- Registered Agent & Registered Address in the BVI.
Setting up a British Virgin Islands (BVI) company in Singapore can be a tax-efficient and cost-effective way to expand your business globally. Advantage offers BVI company registration services in Singapore, guiding you through the entire process to ensure your company is incorporated smoothly and efficiently. With our expertise in BVI company registration, we can help you navigate the various legal and regulatory requirements while tailoring your company to meet your needs. Contact us today to learn more.