An investor can seek assistance from Peninsula Business Solutions (PBS) to help incorporate their business. They will need to first submit a name for their IBC to PBS which will enable the investor to reserve the name in a matter of hours. We then present the Memorandum and Articles of Association of the company to the Registrar, after that the investor will issue a certificate of incorporation to signify that the company is officially incorporated. It takes roughly two working days to fully incorporate an IBC, however it is possible for incorporation to be done in 24 hours as the Registrar’s office is automated.
The Document and Information required are:
- Company name that the owner chose
- The Director/s full name, date of birth, address and nationality
- The Shareholder/s full name and address
Documents needed from the owner who wishes to set up a IBC are:
- Passport or national identification card (Photographic driving license will also be accepted)
- Any form of proof of Residential Address such as Gas/electricity bill or bank statement of a credit or debit card, of the last 3 months.
The documents that will be given to the owner will be:
- The Certificate of the incorporation
- Share Certificates for each shareholder specified as well as two blank certificates
- The minutes of the first inaugural meetings
- Copies of the Memorandum of Association and Articles of Association
- Certificate of Incorporation
The name of the company must end with the work Corporation, Limited, Incorporated, Society Anonym or the abbreviation Corp, Ltd, Inc. or S.A. it can be in any language of the owners choosing, however there are certain words that are forbidden, these include names that imply that the company supports a certain Government or country.
- Minimum one director is required
- Public records do not have the names of the directors
- They can be of any nationality and live anywhere
- There is requirement of a local resident director
- The company can have Nominee directors
- A person or Corporation can act as a director
- Minimum one shareholder is needed
- A director can also act as a shareholder
- There is not maximum limit of how many shareholders the IBC can have
- A person or corporation can act as shareholder
- They can be of any nationality and can live anywhere
A registered office is required by a BVI IBC and it must have a physical address in the British Virgin Islands. This office will be the place where the company will be legally served with documents.
Step by Step Guide:
- Decide on a name for the company
- This is something that we can help you with in terms of reserving the name.
- The name cannot be used it is identical or extremely similar to an already existing corporation
- Figure out how many shares each shareholder will have
- Company can purchase as many of its own shares as they want
- No requirement for authorized share capital
- Share capital can be in the form of any currency
- They can be registered
- There is no minimum requirement on paid up capital
- Shares may be issued with or without par value
- Pick the directors of the company (refer above for the full list)
- The meetings amongst the directors and the shareholders does not need to be held in the BVI
- Choose who will be the shareholders of your offshore BVI Company (refer above for the full list)
A BVI Company may engage in all of the following activities are not considered “carrying out business within the BVI:
- Make or maintain business contact with professional firms such as
- They can have business contacts with lawyers, accountants and registered agents
- They can keep bank accounts
- If a person has a banking business in the BVI, then they can make deposits
- They can have meetings between the shareholders and the directors.
- Prepare and maintain books and records within the BVI
- Lease property to use it as an office
- Hold shares or securities in another BVI company
A British Virgin Islands IBC may not:
- Own any property in BVI
- Unless they are licensed, the company cannot carry the business of a bank, trust company, insurance company or a registered agent
- Carry on business with person’s resident in the British Virgin Islands
The directors and shareholder name will not be on the public record. The company registry only requires the incorporation documents to be filed with them, which is just the registered office and registered agent.
An IBC company is not required to file accounts with the Registrar of Corporate Affairs. The documents which are filed and available for public inspection are the memorandum and articles of association and the certificate of incorporation. A company may, at its own option, elect to file its share register and register of directors with the Registrar of Corporate Affairs.
Company Records and Annual Financial Statements:
It is required that the register of directors be in the registered office in the BVI.
A secretary can be appointed in order to help with signing duties, but they are not a requirement to have.
Disclosure of Beneficial Ownership to Authorities
This is not required and the share register can only be reviewed by the shareholders of the company.
Confidentiality and anonymity is of the utmost importance and there is no requirement for the company to have to file any accounting information with the Registrar of Corporate Affairs.
Only the Memorandum and Articles are required for public records.
The normal share capital in BVI is US$50,000 with all of the shares having a par value. The share can however be issues with or without par value and it does not need to be paid completely on issue.
Shares can be issued when it is partly paid or not at all, but the directors will have to certify any non-cash consideration by written resolution. This written resolution needs to be certified in order to represent a reasonable cash value
The register agents of the company maintain the registered shares, and all the information must be held in confidentiality. Only if there is a court order or inspection of the company documentation, can the agent disclose the information.
As mentioned above, tax is not imposed on an IBC’s income. Non-residents of BVI are also exempt from dividends, rents and royalties, compensations and other amounts which are paid to the person by the IBC.
Memorandum and Articles
These documents act as the company’s constitution as it includes the company’s internal governance procedures and it relationship with members.
Applying to the Registrar:
PBS can help complete the application form to help registry the company.
In order to help we require:
- The owner’s consent to act as registered agents
- The memorandum and articles of association
When the Registry is satisfied it will:
- Issue a certificate of incorporation
- Give the copies of the memorandum and articles back as stamped with the Registry seal
- Have the documents provided registered
- Give a company number
There are no strict requirements for reporting in BVI and the IBC is not required to prepare financial statements or any form of company accounts. However, any accounts that are deemed important by the director for their use, should be maintained. These accounts or records can be stored anywhere around the world.