Offshore registration in thе British Virgin Island

The jurisdiction of the British Virgin Islands is the most sought-after by entrepreneurs around the world to incorporate companies. It was here that the development of offshore legislation began, and the BVI is the flagship offshore jurisdiction, the legislator in the offshore world, so to speak.

Reasons why incorporating a company in the BVI is in demand:

  Confidentiality (a closed register of directors and shareholders which is only opened by a decision of the court and state authorities);

  Well-developed financial infrastructure;

  Legal and judicial stability and transparency;

  Lack of exchange control;

  Good reputation of the BVI jurisdiction.

Offshore companies in the BVI are used to organize the international supply of goods and services, the ownership of the foreign real estate, the holding of bank and brokerage accounts, and the holding of other property.

It takes 10 to 15 days to incorporate an offshore company in the BVI.

Basic statutory requirements for company incorporation in the BVI:

1. 1. There must be at least one shareholder - a natural person of any nationality or a legal entity of any jurisdiction.
2. 2. Defining a name (all names must be unique as required by the BVI Business Companies Act 2004).
3. 3. Determining the structure of the company: number of shareholders, number of directors, and whether the nominee service is required.
4. 4. Types of BVI company activities.
5. 5. The region of BVI company operation.
6. 6. Authorized capital (it is worth remembering that it does not have to be paid in total, it is a declaratory requirement).
7. 7. The director may be a natural person of any nationality.
8. 8. The company name should not contain words associated with the British crown or those that can mislead BVI company customers.
9. 9. The accounting records shall be kept at any address in the world at the discretion of the director. In the event of relevant requests from public authorities, the registration agent, or by court order, these reports must be submitted as soon as possible or within the time limits specified in the requirements of the public authorities.

The principal corporate legislation of the British Virgin Islands:

1. 1. The BVI Business Companies Act (2004), which came into force on January 1, 2005, regulates local and international business.
2. 2. The Banks and Trust Companies Act (1990) regulates the establishment of trusts and banking companies.
3. 3. The BVI Anti-Money Laundering Regulations - Amendments to the Act dated January 15, 2016, stipulated that each BVI company must provide to its registered agent the following information on the beneficiary:

  Full name;

  Date of birth;

  Nationality;

  Residence address.

All information must also be held by the registered agent.

On June 30, 2017, changes to BVI legislation came into force to regulate the creation of a centralized, secure register of beneficial owners of companies registered in the BVI, called the BOSSS (Beneficial Ownership Secure Search System). The BOSSS system is not public but is available to the competent BVI governmental authorities and UK law enforcement agencies. Mutual investment funds and other legal entities established under the Securities and Exchange Act 2010, persons whose shares are listed on a recognized stock exchange, and licensees are exempt from providing beneficiary information.

Other packages can be made available on request.

Package of documents to be provided after company registration in the BVI without the nominee service:

  Certificate of Incorporation;

  Resolution in Writing to Appoint First Director(s);

  Memorandum and Articles of Association;

  Apostilled set of documents (including copies of the documents listed above);

  Letter of Acceptance;

  Minutes of the Sole Director;

  Register of Members (a copy is included in the apostilled set);

  Register of Directors and Officers;

  Resolution of Director(s) to Issue Share(s);

  Share Certificate;

  Declaration by Director(s)/Shareholder(s);

  Company Seal.

We also register companies with the nominee service and enclose the following documents in addition to the basic set of documents in the case of a BVI company ordering the nominee service:

  Declaration of Trust for Shareholders;

  Declaration of Trust for Directors;

  Resolution of Director(s) to Issue Power of Attorney;

  Power of Attorney under apostille;

  Resignation Resolution from Nominee Director (open date);

  Appointment Resolution of Director (Form of Minutes/Decision of the previous director on the appointment of a new director);

  Resignation Letter from Nominee Shareholder (open date);

  Nominee Services Agreement (Agreements with the director and shareholder to provide the nominee service).

All documents shall be sent by courier, whose services are not included in the BVI company registration fee and depend on the distance of delivery.

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