The British Virgin Islands (BVI) is an overseas territory of the United Kingdom, located in the Caribbean Sea, east of Puerto Rico Island. It obtained self-governance in 1967 and is a member of the Commonwealth of Nations.
The island has a long history, political stability, high degree of autonomy, developed communications, and complete infrastructure with professional support services. In addition to its thriving tourism industry, the British Virgin Islands is also the world's most popular foreign company registration location, and flexibility is the key to local success. The local policies are also conducive to overseas listing (building a VIE structure), business development, company operations, tax planning and so on.
The most important features of registering a BVI company
Exemption: BVI companies are exempted from BVI income tax, and the same exemption applies to all dividends, interest, rents, royalties, compensation and other amounts paid by the company, and all capital realized in respect of any shares, debts or otherwise Securities of income companies. No estate, inheritance or gift tax shall be payable on any shares, debts or other securities of a BVI company. All transactions and instruments relating to the transfer of any type of asset, stock, debt or securities property to or by a BVI company are exempted from stamp duty, with the only exception being land title transactions in the British Virgin Islands, where stamp duty is still payable.
Structural flexibility: BVI companies require at least one shareholder and one director, which can be the same person. The company is not required to appoint any operating personnel other than directors. The management structure of a BVI company can be designed according to the widest range of requirements. Shareholders, directors and officers of a BVI company can be individuals or companies, regardless of nationality. Meetings of shareholders or directors do not need to be held in the British Virgin Islands, nor do annual general meetings. Meetings may be held by telephone or other electronic means; alternatively, directors and shareholders may vote by proxy. If only one member of the BVI company is an individual and that member is also the sole director, the sole member/director may specifically designate a backup director to replace him in the event of his death.
Keeping Accounting Records: BVI companies are not obligated to prepare or file financial accounts. However, sufficient records that can show and explain the company's transactions must be kept; and the company's financial position must be ascertained at all times. The information to be kept includes records and underlying documents, company flow and corresponding invoices/receipts, all company sales and purchases of goods, and company assets and liabilities. However, such records do not need to be kept in the British Virgin Islands, and the location of the records is at the discretion of the company owner by providing the registered agent with written confirmation of the corresponding address.
Confidentiality of information: In order to register a company in the BVI, each beneficiary, shareholder and director will be required to provide details including legal copies of identification documents and proof of address of the registered agent, and keep this information updated at all times. Information on beneficial owners and shareholders is kept confidential at the registered agent's office. The register of directors has been submitted to the registrar but will not be made public.
The only public documents of a company are the memorandum and articles of association, but these usually do not contain any instructions about the actual shareholders, directors or beneficial owners of the company.
Documents required to register a BVI company
1. The English name of the company;
2. Registered capital (BVI defaults to 50,000 USD, no actual capital verification is required);
3. Share distribution ratio;
4. The front and back sides of the ID cards of the directors and shareholders, and the passports;
5. Proof of address for the past three months (utility bill, credit card bill, gas bill).
5. Proof of address for the past three months (utility bill, credit card bill, gas bill).
