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JFGT (20210621-15:28:54 to UTF-8) ART 64 en => fr
Offshore BVI. Offshore Companies in BVI. Information
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From 1 st January 2005 in the British Virgin Islands entered into force a new law on companies - The New BVI Companies Act. This law for several years, gradually replaced by the IBC (International Business Companies - Offshore Companies), which has successfully operated for over 20 years and helped to create approximately 600,000 offshore companies in the BVI.

The new law supersedes the previous two laws - the law on offshore companies and the law on traditional local businesses, uniting in a single document provisions governing the new procedure for the establishment and functioning of all, without exception, companies in the BVI.

types of registered companies

Companies limited by shares - a company with limited liability on shares

Companies limited by guarantees and not authorized to issue shares - a company with limited liability under the Guarantee and not having the right to issue shares

Companies limited by guarantees authorized to issue shares - a company with limited liability under the guarantees and eligible to issue shares

Restricted purposes companies - limited liability companies and certain fixed statutory objectives

Segregated portfolio companies - limited liability company providing insurance services and having the right to separate the assets of the company's commitment to each separately formed insurance portfolio

Requirements for the authorized capital

None

Fees:
Registration

annual

USD350 - for a company whose share capital is less than USD50.000

USD1.100 - for the company, the share capital of which is more USD50.000

Taxation

None - for offshore companies

Potential founders of the company

Registered agent for the British Virgin Islands

Registered office

Must be in the BVI

Ready made companies

Always available

The duration of the registration

24 hours

Requirements for bearer shares

Offshore companies, which were previously released bearer shares, have a choice either to amend their constitutions to prohibit bearer shares and to issue registered shares or deposit the originals of their bearer shares into one of the authorized depositories of the British Virgin Islands, or outside to December 31, 2010. The Depositary shall be licensed Financial Services Commission in the British Virgin Islands.

For existing offshore companies who have decided not to change the charter documents and deposit their share certificates to bearer, are special annual fee for renewal of registration:

Between 2005 and 2007 (Capital to US $ 50,000):

  • Depository of the British Virgin Islands or outside the Islands - US $ 350 fee
  • Between 2008 and 2010 (Capital to US $ 50,000):
  • Depository of the British Virgin Islands-US $ 600 fee
  • Depositary outside the British Virgin Islands - US $ 800 fee

In the period from 2011 (capital to US $ 50,000):

  • Depository of the British Virgin Islands-US $ 800 fee
  • Depositary outside the British Virgin Islands - US $ 1,100 fee

Requirements for the Directors

At least one director (natural or legal person) to an offshore company

Secretary dl offshore company company is not required

Director and company secretary are not required to be resident in the British Virgin Islands, approved the appointment of nominee directors and the secretary for offshore companies

Requirements for keeping the registers of directors and shareholders

Until December 31, 2005, all offshore companies required to submit the originals of registers of directors and shareholders to hold the registered office and, if the originals are stored in the company, the company must send copies and inform the registered agent of the actual address where you store the originals of these registers.

Meetings
Shareholders

Directors

By decision of the directors or at the request of the owners of at least 50% of the shares.

Allowed both within and outside the British Virgin Islands (subject to over the phone)

Join the annual report, audited financial statements and disclosure of revenue in the balance and annual reports

Not required for offshore companies

Exchange control

Not available for offshore companies

Moving Companies

Perhaps if the issue in the office of the registrar of companies have agreed to continue activities in the BVI or document on the termination of the British Virgin Islands

Well-known offshore companies in the BVI can be recorded only until 31 December 2005, but previously registered offshore companies until 1 January 2007 will be governed by the provisions of previous law on international business companies - International Business Companies Act. After that, all this time acting IBC (offshore company) will be automatically re-register in the new company.

Just as before, all companies can be established with one shareholder (natural or legal person of any nationality) and managed by the sole director (natural or legal person of any nationality).

The first director of the company shall be appointed to the company within 30 days from the date of incorporation and the subsequent appointment of directors can be implemented directors or shareholders.

Director may be dismissed by a majority of shareholders (at least 75%) or directors of the company in accordance with the provisions of the Memorandum and Articles of the company.

Each newly appointed director must sign a consent to the inauguration - Consent to Act. Similarly - and dismissed the director shall sign the notice of his dismissal.

All companies must have a registered agent and registered office in the BVI.

Names may end in "Corporation", "Limited", "Incorporated", "Societe Anonyme", or "Sociedad Anonima", "Gesellschaft mit beschrankter Haftung" or the abbreviation "Corp.", "Ltd.", "Inc." , "SA" "GmbH".

The following words are NOT allowed for companies: "Assurance", "Bank", "Building Society", "Chamber of Commerce", "Chartered", "Cooperative", "Imperial", "Insurance", "Municipal", "Royal", "Trust", or similar to these words.

The new law also allows to register the company with the name of the type: BVI Company Number 123456789 Limited.

Under the new law, the Company shall not issue bearer shares, unless the statutes and memorandum of association of the company does not determine the order of issuance of such shares. Registered shares of companies also should not be translated into bearer shares, unless the statutes and memorandum of association of the company does not specify such an order.

Since a very large number of offshore companies registered in BVI investors of the former Soviet Union, we will describe below only the changes relating to the previously registered offshore companies. These changes mainly relate to offshore companies that produced and continue to issue bearer shares, as well as concern about keeping and storing the roster of directors and shareholders of the existing offshore companies.

So, until December 31, 2005, all offshore companies were required to submit the originals of registers of directors and shareholders at the registered office for storage in the British Virgin Islands. If this is not done and the originals are stored in the company, the company must send a registered office in the British Virgin Islands, copies of registers of directors and shareholders and to inform the registered agent of the actual address where you store the originals of these registers.

Offshore companies, previously issued shares to bearer, shall have the right to choose:

  • or to amend their statutes, prohibiting bearer shares and issuing registered shares;
  • or deposit the originals of their bearer shares (in one of the authorized depositories of the British Virgin Islands or outside) until 31 December 2010

The selected depository must be licensed by the Financial Services Commission in the British Virgin Islands.

Not so long ago, the BVI Government has published a list of authorized licensed depositories for bearer shares, which included, inter alia, the following depositories:

  • The Canadian Depository for Securities (Canada)
  • The Central Moneymarkets Unit (Hong Kong)
  • Clearstream Banking Luxembourg (Luxembourg)
  • The Depository Trust Company (USA)
  • Hong Kong Securities Clearing Company Ltd (Hong Kong)
  • Indeval (Mexico)
  • Monte Titoli (Italy)
  • The National Securities Clearing Corporation (USA)
  • SIS SegaInterSettle AG (Switzerland)

Law of the BVI until says nothing about what procedures should be accompanied by a deposit of bearer shares for those of offshore companies that decide to keep bearer shares and does not change them for registered shares. However, the law requires that after the introduction of the provisions of the deposit of bearer shares into force, the company has no right to transfer stock certificates to bearer to anyone except the depositary, who agrees to keep in their certificates.

We must bear in mind that each depository will enter a trust agreement with each client on the same conditions and for such a service cost, which considers itself to be acceptable in each case.

It is assumed that the list of depositories with time will be extended.

It should be noted that the new law does not prohibit companies in the BVI have as shareholders of the company with bearer shares. For example, if a Seychelles company with bearer shares is a shareholder of the company in the BVI, then none of these companies will be obliged to deposit their shares (or any other information about the beneficial owners) in the British Virgin Islands or abroad.

Offshore companies are not subject to taxation in the BVI. No change in this direction are not expected, at least until 2010.

Directors and owners of companies is important to remember that if a company fails to pay the annual state fee for renewal of registration, it will be removed from the register after one year since the last payment of fees. In this case, the law clearly explains that struck from the register of the company has no right to continue economic activities, where else, in particular, to manage their bank accounts, although the directors and shareholders erased companies continue to be fully responsible for the debts and liabilities of such company.

Unlove company may, after paying fees and fines are laid, to be restored to the register of British Virgin Islands, but after a certain period of recovery is made only through the local court, whose decision may be positive in terms of restoring the company, and negative.

British Virgin Islands have signed an agreement on avoidance of double taxation with the UK, Switzerland and Japan, the latter two are covered by the contract for the British Virgin Islands treaties between Britain and Switzerland, as well as between Britain and Japan, respectively.

 
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