How to Register in British Virgin Islands?

How to Register in British Virgin Islands?

This is how a new offshore company registration normally happens:

ORDERING

You can easily order the formation of Your BVI Business Company by using our online Order form. The Order form is fairly simple, and it contains comments on all important points.

If you do not wish to send your order over internet, please download the Order Form from our Downloads section, complete and send it to us by fax.

If you are choosing a shelf company from our ready-made list, the same Order Form should be filled. This is because a shelf company normally has an “open” configuration, which is only finalized according to a clients’ order.

OUR FEEDBACK

Upon receipt of Your company formation order, we will review it, and come back to You. Please make sure to include precise contact details with Your Order – if we can’t contact You, we can’t proceed any further!

Depending on the required structure of the new company there may be some additional questions to be clarified. We will also confirm to You if the required company name is available – unless a shelf company is ordered, in which case the name is available, obviously. When all details of Your order are clear and confirmed by You, we will issue a precise and itemized invoice.

DUE DILIGENCE AND CLIENT INFORMATION

As required by the law and by the conditions of our Company Management License, we must properly identify and know our client and the beneficial owner(s) of the new company. This is a uniformly accepted rule throughout the offshore financial services industry and all respectable company formation agents are adhering to it – or they lose their licenses. Therefore, before we can proceed with a new incorporation for any first-time clients, we need to receive a couple of documents that identify and characterize the clients we are dealing with – like, a certified copy of passport, a proof of address, etc. We will advise You what exactly is required and how to prepare this paperwork in the easiest possible way.

If you are a professional organization (intermediary) which intends to purchase companies regularly for resale, additional due diligence requirements will apply – please inquire for full details.

Please rest assured that all of the information You provide to us will be kept in complete confidentiality. It is for our internal file only and will remain there! The client information never appears on any public record or registrar (unless the client especially says so) and stiff criminal penalties will be enforced upon us if we illegally divulge our client information to anyone.

PAYMENT

Together with the Due Diligence information, we also need to be in receipt of payment before we can proceed with a new offshore company formation. For regular clients, who are known to us for some time, we routinely apply “open account” payment terms. However, this courtesy can not be extended to first-time and individual orders.

REGISTRATION

Upon confirmation of all details of Your order, receipt of the due diligence information and payment, we will prepare the Memorandum and Articles of Association and other mandatory documents required to register your BVI Business Company. There is no need for you to sign any incorporation documents for an Business Company – the initial company formation paperwork is prepared and signed on Your behalf by the Registered Agent (us), as prescribed by the Business Companies Act.

We will pay the applicable capital duties and registration fees. Then the documents will be filed to the BVI Registrar of Companies. In order to comply with the minimum domestic presence requirements in the BVI, we will provide the Registered Address and Registered Agent service for your new company.

DOCUMENTS

The set of corporate documents for a BVI Business Company or will always include the standard logical sequence of documentation: original Certificate of Incorporation, Memorandum of Association, Articles of Association, the Minutes and Resolutions dealing with the appointment of Directors and the allocation of shares, share certificates, copies of the Registrar of Directors and the Registrar of Shareholders. If we have been ordered to provide a professional director or nominee shareholder service to the company, additional documentation may include share transfer forms, trust declarations and appointments of agent (power of attorney). If required by Your order we can also provide the corporate seal.

CERTIFICATION

Usually, Your company documents will need to be certified. Documents issued in one country are generally acceptable only inside that particular country. A document can be certified by a Notary or by a Government officer – for example, by the Chief Registrar of Companies – but this is still a purely local certification, good for use in the country where the document was issued, but fairly useless abroad.

To make a document legally acceptable abroad, most countries in the world have agreed on a uniform system of second-level certification of public documents. This is the so-called Apostille legalisation, or The Hague Convention 1961 process.

By the Apostille process, the signature of the person who has done the initial local certification (say, a Notary or Attorney in the BVI) is then additionally confirmed by a higher level independent certification. This certification stamp or sticker is called Apostille. It is usually issued by a designated government office, often by Foreign Office or the Supreme Court.

After this second-tier certification the document would be generally acceptable as legal in all member countries of the Hague Convention. That’s most of the countries of the world. For a full list of all countries members of the Hague Convention please look here. If your country happens not to be in the list, you may need your documents to be legalized in the Embassy of Your country, or in an Embassy representing Your country. This is usually time-consuming and expensive, but not impossible.

Why would you need the additional certification by Apostille?

If you intend to open a foreign bank or securities account for your offshore company, to purchase a real estate in the name of your offshore company, to register a branch or a joint venture with your offshore company, or to enter into any similar deal where you would have to show the company documents to a third party outside the BVI – you will most probably be asked that the documents be properly certified by Apostille.

For these purposes, but only if confirmed in the Order Form, we would usually arrange Apostille certification for one full set of copies of the main incorporation documents. Additional sets can be arranged as and when required. It is advisable to also Apostille-certify the original Certificate of Incorporation.

As the new BVI Business Companies Act 2004 is very flexible, any specific needs as to the form, wording and certification of the corporate documents can usually be satisfied. However, You need to inform us of any such special requirements in advance, at placing of the order, so that we can configure Your BVI Business Company exactly as You want it to be.

TIMING

From the time of order, receipt of the due diligence information and payment, the incorporation of a BVI Business Company normally takes between 3 and 6 business days. Additional certification (Notary and Apostille) may take another 2 to 4 business days. The exact timing of additional certification depends on the workload of the relevant certification and Government offices – this is something we can hardly influence.

SHIPPING

The documents of your offshore company will be shipped to your indicated address by airmail or courier, depending on your instructions. We use FedEx for all courier deliveries, but other courier companies (DHL or UPS) can be contracted, if You specifically require. The courier delivery of documents may take from one up to five days worldwide, depending on destination. Shipments of documents by courier are secure and internet-trackable. Although it will be a whole lot cheaper, we strongly discourage delivery of documents by regular airmail. Airmail shipments may get severly delayed or lost altogether. For documents sent by airmail, we will not be able to give you any timing estimates or guarantees that the package will reach you altogether. As opposed to courier delivery, you can’t track your airmail shipment over the internet.

ANNUAL RENEWAL FEES

All BVI Business Companies must pay annual renewal fees (in lieu to corporate income tax) to the BVI Government. In addition to those, annual service fees are payable for the Registered Agent and Address services and for the optional company management and administration services (as may have been ordered).

The annual renewal fee to the BVI Government is payable once a year, starting from the second year after the incorporation, and it is due at the following dates:

(a) for all companies incorporated between the 1st of January and 30th of June, the fee is due before 31st May;
(b) for all companies incorporated between the 1st of July and 31st of December, the fee is due before 30th November.

The annual professional fees to the Registered Agent are also accounted on a yearly basis and their due date for reference purposes is the registration anniversary date of the Company. For practical reasons, the annual Government fees and annual professional fees are usually raised in one invoice. As the due dates of the Government fees are fixed (as indicated above), the due date of the whole annual services invoice will always be set well before the Government due date in the same year, in order to meet all deadlines.

In our system, we follow up the due time of the Government fees and professional fees. We will contact You approximately two months in advance before the next annual renewal fees become due. At first, we will ask You to confirm that Your company needs to be continued for the next year. If yes, an invoice will be generated and sent to you in account for the Government renewal fee and the annual professional fees. The mandatory annual professional fees include the Registered Agent and Address fee. The optional fees depend on the configuration of Your Company and may inclued professional directorship, shareholding, account signatory, mail forwarding and other fees. All fees are identified in our Fees section. After payment of the renewal fees we will take care of the mandatory renewal formalities and filings for your Company. If required, we will also obtain the Certificate of Good Standing for Your Company.

According to the BVI Business Companies Act 2004, the Government will only accept the annual renewal fees from the Registered Agent of the particular Company. Therefore, unfortunately, clients are precluded by law from paying the Government fees directly.

Important! The annual renewal fees MUST be paid on time. Non-payment of annual renewal fees will make the company lose its status of good standing, and the company will also incur severe late penalties and legal consequences.

Non-payment of the Government duties will result in a 10% penalty fee if the payment is up to 2 months’ late, and 50% late penalty fee, if the payment is over 2 months’ late. At any time after the due-date of the Government fees, the Registrar of Companies is entitled to strike-off the company from the Registry for non-payment of fees, after giving the Company a 30-day notice.

A Company, which is struck-off the Registrar shall remain liable to any due and unpaid fees. It also remains liable to all its obligations and debts. However such company may not continue to trade or enter into any new transactions whatsoever, and its directors, shareholders and managers are by law precluded from any operations or transactions with the assets of the Company. In essence, striking-off a Company means that all its assets and funds are legally frozen until the Company is restored in good standing – or legally dissolved.

It is possible to restore a company after it has been struck off the Registrar, but a substantial Government fee will apply depending on the number of days passed after strike-off. These will be in addition to all past-due renewal fees and penalties thereof. Company reinstatement also involves rather substantial professional fees.

COMPANY MANAGEMENT

In order to determine how to best configure Your offshore company, please read our review of the Company Management options.

Or, start the formation process of Your BVI Business Company by placing an ORDER!