British Virgin Islands – Procedure of Incorporation

The BVI Business Company Act of 2004 (the BVI BC Act) replaced all existing legislation with regards to the legislation and regulations of offshore companies. This has provided more credibility for the BVI as a place in which to locate an offshore company. The procedure for the formation of a British Virgin Islands IBC however is still fast and efficient. The general process is as follows:

For an Individual the following documents are required:

An application form is completed with details of preferred name and details of beneficial directors and shareholders (nationality, country of residence, address, profession etc)
A scanned and notarized copy of the passport of the beneficial directors and shareholders is required
A photocopy of another official document (such as Driving License, ID Card etc) notarized to confirm the copy is a true copy and the photo is a true likeness
An original proof of residence showing the name and address of the individua is required. This can be in the form of a utility bill or bank statement and must not be older than 3 months
One original letter of introduction is required. This letter can be from a bank, lawyer, accountant or similar profession.
Completed and signed Beneficial Owners Declaration (BOD) by all shareholders and directors

For a Company the following documents are required:

Certified copy of the Certificate of Incorporation
Certified copy of the Company’s Memorandum and Articles of Association
Certified copy of the Registered Shareholders with details of shares held by each
Certified copy of Register of Directors
Certified copy of the Register of Offices
For at least 2 Directors the documents set out in ‘Individual section’ above

At this point Eltoma will issue an invoice for a British Virgin Islands Company Formation. Upon receipt of money we start the incorporation process.
The Memorandum and Articles of Association and any other associated documents required to register a BVI IBC are sent to the Registrar. The Memorandum of Association will include; the name of the company, the address of the registered office of the company, the function and objectives of the company, the share capital of the company and an explanation of liability
When the Memorandum of Association is accepted then a Certificate of Incorporation will be issued.
The company’s Certificate of Incorporation, Memorandum and Articles of Association are required to be submitted to the Companies Regstry at the time of the company formation. No additional documents are required for incorporation. These documents will not state the identity of the directors or shareholders therefore maintaining confidentiality.

Company Administration Guidelines

Share Capital:

There is no minimum capital requirement for a BVI IBC.
An unlimited number of shares is permitted. Bearer shares are permitted but are subject. to a custodian service and also a higher government license fee.
Can be formed with one shareholder who can also act as the director.
The use of nominee shareholders is permitted.

Directors:

A minimum of one director is required, can also act as a shareholder if required
Directors can be either individuals or corporate entities
Use of nominee directors permitted

Restrictions on Name & Activity:

The company name must not be identical or similar to any existing name.

Local Requirements:

A registered office in the BVI must be maintained. The following documents are required to be kept at the registered office; Memorandum and Articles of Association and any amendments, Copy of Register of Members or Share Register, Copy of Registered Directors, Impression of the Corporate Seal, Register of Changes. A company is considered resident if it has a registered office in the BVI
There is no requirement to hold annual meetings. If required meetings can be held anywhere in the world
A company secretary is not a mandatory requirement for incorporating a BVI IBC

Confidentiality:

The Register of Members, Register of Directors and all minutes and resolutions by the company do not appear on public record
Details of the company’s beneficial owners, directors and shareholders are not publicly available
The only documents held on public record are the Memorandum and Articles of Association which do not contain any details of beneficial directors or shareholders
Nominee directors and shareholders can be used in order to further increase privacy and ensure the upmost privacy

Timescale:

The incorporation of a BVI company is very quick and will take approximately two days.


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