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The British Virgin Islands consist of 60 Islands and Cays, situated North West of the United States Virgin Islands. The Islands are a popular destination for both tourism and offshore investment. The British Virgin Islands is a self-governing British Crown colony with a ministerial system of Government operating under a Constitution adopted in 1967.

 

The International Business Company (IBC) in the British Virgin Islands legal system is supported by a modern piece of corporate law tailored specifically to the needs of the international business community. The IBC can’t operate within territory of BVI.

 

Formation. The Memorandum and Articles of Association must be signed by the subscriber. The subscriber must be a local person, licensed for the purpose. OLYMPUS SERVICES offers ready-made companies in the BVI and provides the service to act as the nominee shareholder .

 

Board of Directors. The business and affairs of the company are managed by a Board of Directors that consists of one or more persons who may be individuals or companies. There are no nationality limitations.

 

Registered Office and Agent. An IBC is required to have, in BVI, a Registered Office and a Registered Agent, who is authorized to authenticate the signatures of directors, officers, or agent.

 Disclosure. No public records are kept of shareholders, although an IBC is required to maintain at least one copy of an internal Register of shares and shareholders,

 Bearer Shares.  Bearer shares are allowed in this jurisdiction, but with restriction through the IBC (Amendment) Act, 2003 and the OBC (Amendment) Act, 2004. Bearer shares have to be maintained at the Registered Agent’s Office of the Company in the BVI according to the new Business Companies Act, 2004

 

Annual Franchise Tax. An IBC is not subject to taxation on its worldwide profits.

Books, Records and Common Seal. An IBC shall only keep such accounts and records, as the directors consider necessary or desirable in any place that they determine. An IBC must have a corporate seal, which may be kept outside or within the territory of BVI. Seals must be used if the company enters into a contract which, if entered between natural persons, would be required by law to be in writing and under seal. A Company shall keep such accounts and records, as the directors consider necessary or adequate.

 

 

Powers of Attorney. An IBC may grant general or special Powers-of-Attorney to any person, to act on its behalf and to execute contracts, agreements, deeds and other instruments. These powers are not recorded in the Public Registry.

 

No obligatory accounts or annual summaries have to be filed with the Government, with the exception of the annual fee form to be completed and filed by the Registered Agent in BVI.

 

An IBC is required to have a common seal, which must be used if the company enters into a contract that would be required by law to be in writing and under seal.

 

Amendments. The Memorandum/Articles of Association may be amended by either a resolution of directors or of shareholders and the amendment filed with the Registrar of Companies

 

Certificates of Good Standing. Good Standing Certificates for an IBC can be obtained upon application to the Registrar of Companies.

 

Continuation (Transfer of Domicile). The law allows a company incorporated outside the BVI to transfer its domicile in the BVI, regardless of provisions to the contrary in the laws of its previous jurisdiction. IBCs may merge or consolidate with other BVI or foreign companies, where permitted by the law of the country of residence of the foreign company. A BVI company may transfer its domicile to a foreign jurisdiction permitting such transfer.