British Virgin Islands - Company Limited by Guarantee
. It is possible to establish a company limited by guarantee (guaranty) in the British Virgin Islands under the Companies Act (Cap. 285). A company limited by guarantee in the BVI is one where the liability of the members of the company is limited to such amount as the members may respectively undertake to contribute to the assets of the Company in the event of its being wound up (section 6 - Companies Act).
A company limited by guarantee in the BVI must include in the name of the company the word "Limited" (i.e. unlike an IBC, it is not possible to use Inc., S.A., A.G. or GmbH), as well as the place in the British Virgin Islands where the registered office of the company will be located, the objects for which the company is being established and, finally, a declaration that each member of the company undertakes to contribute to the assets of the company "in the event of the same being wound up during the time that he is a member, or within one year afterwards, for payment of the debts and liabilities of the company contracted before the time at which he ceases to be a member, and of the costs, charges and expenses of winding up the company, and for the adjustment of the rights of the contributions amongst themselves, such amount as may be required, not exceeding a specified amount".
Where the company has been created for charitable purposes, and it is proved to the satisfaction of the Registrar that the association has been formed for promoting commerce, art, science, religion, charity or any other useful object, and that the company intends to apply its profits, if any, or other income (and to prohibit the payment of any dividend to its members), then the Registrar may direct that the association be registered as a company with limited liability, without the addition of the word "Limited" to its name. However, in this case, the Registrar can indicate such conditions and regulations as (s)he sees fit, and those conditions and regulations will be binding on the company.
In order to form a company under Cap. 285, any two or more persons (for a private company) should be associated and subscribe their names to the Memorandum of Association. Private companies limited by guarantee are required to have at least two (2) members at all times.
The Memorandum of Association may limit the liability of the directors or managers of the company, or it may provide that the liability of the directors is unlimited. However, if this is the case, then it is necessary to notify the director of this upon his appointment or election to the office. Companies limited by guarantee are required to maintain at the registered office and to sent to the Registrar of Companies a copy, a register of the names, addresses and occupations of the directors and managers of the company. For more information regarding Companies limited by guarantee in the British Virgin Islands (BVI), please do not hesitate to contact us.
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These type of companies are used by BVI charities and for not for profit promotion of education, commerce, art science and sport, or for promoting the interests of a particular section of society, or for a particular policy. We prepare and electronically submit new BVI non-profit company registrations (formations) as soon as we receive your instructions. BVI Incorporations can be completed within 1 working day. BVI company formation agent specializing BVI guarantee company incorporation, BVI non-profit company formation charitable company registration of BVI private limited company, limited liability partnership and limited by guarantee company. Charity registration and charities incorporation provider BVI.
A company limited by guarantee is a registered company having the liability of its members limited by the memorandum to such amounts as the members may respectively undertake to contribute to the assets of the company in the event of its being wound up. Such companies are widely used for schools, professional and trade associations, clubs and management companies for blocks of flats (but see also our special property management package.) Setting company limited by guarantee United Kingdom, open guarantee companies BVI, Commonly the Companies Limited by Guarantee are not setup to make profit for the directors, where as Directors or investors of a Company Limited by Shares receive a share of company profits.
Establish BVI guarantee company, setting company limited by guarantee, start-up companies limited by guarantee. BVI Company Limited by Shares is obliged to use the word limited in its name and on its stationery, but Companies Limited by Guarantee may apply for an exemption. We normally do this when we forming company for you BVI, British Virgin Islands. Companies Limited by Guarantee can have various aims and objectives. These details become part of the Memorandum and Articles of the company. It is important that M & A are drawn by competent professionals at the beginning, that does not create problems at a later date, especially when applying for a charitable status to the Charities Commission.
BVI Companies limited by guarantee are normally registered for non-profit making activities. The company has no share capital and has members instead of shareholders. The Memorandum of Association usually includes a non-profit distribution clause. Non-profit organizations such as charities, societies and clubs frequently choose companies limited by guarantee as their trading vehicle.
Members enjoy limited liability and their absolute exposure to any of the company's creditors is normally £1. The exact amount will be stipulated in the BVI company's constitution, registering new company limited by guarantee, setting company, incorporating company, incorporator.
BVI nonprofit corporation is a corporation that is formed pursuant to a different state law than a standard for-profit corporation. The corporation must be formed for some religious, charitable, educational, literary or scientific purpose. While a standard business corporation is designed to benefit and generate a profit for its shareholders, nonprofits do not have the profit motive. BVI Nonprofit corporations are allowed to apply for tax-exempt status at both the federal and state level.
However, there are some disadvantages to forming BVI nonprofit corporation. The main disadvantage of forming a nonprofit company is the increased paperwork that is required. Articles of incorporation must be filed with the state, bylaws prepared and meeting minutes must be kept with your corporations records.
Also, applications for tax-exempt status must be filed at both the federal and state levels. BVI investment and business guide, British Virgin Islands business opportunities, conducting business in BVI. Guarantee companies BVI electronic filing service, non-for profit business filing service. Guarantee LTD business entity filing forms and company registration in BVI, incorporating or forming an business company online, one day UK incorporation, setting guarantee company with us. LLC and Limited Partnership formation or form an BVI corporation. Advantage of a Limited Liability Company in BVI, guarantee company advantages and benefits, uses of a company limited by guarantee. Starting a business from scratch, opening a Small Business in BVI. This page contains a checklist of matters to be decided when we form your guarantee company. Under most questions there is an explanation in italics to assist you and a choice of alternatives, from which you should select the appropriate alternative by deleting the one you do not require and/or filling in any details that are required.
The Company Limited by Guarantee and the Company Limited by Guarantee and Having Shares). These corporate forms were first introduced in the Isle of Man in the Companies Act, 1865. Notwithstanding this, the trust has always been the overwhelmingly preferred fiduciary mechanism because of its ability to handle abstract concepts, such as unborn (and unconcealed) children. It is only in very recent years that change in both trust and tax law have caused these corporate forms to be explored and their full potential to become recognized. Coddan - guarantee company formation agent. Offering guarantee company formation in London, forming non-profit company in United Kingdom, British guarantee company incorporation, incorporate non-profit company in BVI, guarantee company registration in BVI, non-profit company registrations in BVI. Setting BVI guarantee company, formation agent, start-up charity in BVI, set-up BVI non-for profit entity, and guarantee company advantages, benefits non-profit company. Uses guarantee company BVI, guarantee company structure, non-profit company concept, charity company registrations, BVI registered charitable company.
Online tax-exempt company formation, registered office service BVI, guarantee company management in central BVI, nominee secretary service, nominee trustee, nominee directors, ready made company, guarantee shelf company list. Guarantee company advantages, benefits non-profit company, uses guarantee company, company limited by guarantee structure, non-profit company concept. Coddan provides charity company registrations in BVI. Your own BVI guarantee limited company formation online uses our electronic filing service direct with companies house. How to Form a Nonprofit Corporation in BVI - Set-Up and Running Your Nonprofit Corporation.
Guarantee Company registration in the BVI takes approximately 2 to 5 working days. The BVI Non-Profit incorporation fee includes: Company name availability confirmation and reservation Payment of first year's BVI legal and initiation fees Submission of applications that details company's executive officers Applicant appointment of director and member roles for company limited by guarantee (appointed electronically) Preparation & filing of Special Memorandum & Articles of Association at Registry Compliance with minimum local domicile requirements: provision of the registered address and registered agent in BVI for the first year The following documents will be posted to you (Note: these documents are sent to you through FedEx Express Mail Service): Original Certificate of Incorporation Printed bound copy of Memorandum & Articles of Association Minutes of the First Meeting of the Board of Directors Issuance of membership certificates, Register of Directors and Members Completed Members Register and Company seal
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£ 1161.00
Renewal fees from £822.00
Guarantee Company formation in the BVI takes approximately 2 to 5 working days. The BVI Non-Profit incorporation fee includes: Company name availability confirmation and reservation Payment of first year's BVI legal and initiation fees Submission of applications that details company's executive officers Applicant appointment of member roles for company limited by guarantee (appointed electronically) Preparation & filing of Special Memorandum & Articles of Association at Registry Compliance with minimum local domicile requirements: provision of the registered address and registered agent in BVI for the first year Coddan provides a company nominee director service for one year The following documents will be posted to you (Note: these documents are sent to you through FedEx Express Mail Service, and are to be completed upon arrival): Original Certificate of Incorporation Printed bound copy of Memorandum & Articles of Association Minutes of the First Meeting of the Board of Directors Issuance of membership certificates, Register of Directors and Members Completed Members Register and Company seal A pre-signed, undated letter of resignation from the nominee director General Power of Attorney signed by Nominees An indemnity Letter for General Power of Attorney A nominee service agreement which provides for the indemnification of the nominees
Deluxe Package
£ 1271.00
Renewal fees from £974.00
Guarantee Company formation in the BVI takes approximately 2 to 5 working days. The BVI Non-Profit incorporation fee includes: Company name availability confirmation and reservation Payment of first year's BVI legal and initiation fees Preparation & filing of Special Memorandum & Articles of Association at Registry Compliance with minimum local domicile requirements: provision of the registered address and registered agent in BVI for the first year Coddan provides a company nominee director service for one year Coddan provides a company nominee member service for one year The following documents will be posted to you (Note: these documents are sent to you through FedEx Express Mail Service, and are to be completed upon arrival): Original Certificate of Incorporation Printed bound copy of Memorandum & Articles of Association Minutes of the First Meeting of the Board of Directors Issuance of membership certificates, Register of Directors and Members Completed Members Register and Company seal A pre-signed, undated letter of resignation from the nominee director General Power of Attorney signed by Nominees An indemnity Letter for General Power of Attorney A nominee service agreement which provides for the indemnification of the nominees Declaration of Trust from the Nominee Member
BVI Incorporation: Legal Requirements
A guarantee company does not have a share capital Company subscribers may be resident outside the BVI A guarantee company has Members, no shareholders Members are guarantors instead of shareholders You must appoint a minimum of one director There is no maximum number of directors Directors can be corporate bodies or private individuals A director can be of any nationality A guarantee company can hold property A guarantee company can borrow money in its own name Guarantee companies are required to have a secretary Secretary usually described as the senior administrator This person may also be a member or director, but need not be A company must have a minimum of one Member Members can be corporate bodies or private individuals Members can be of any nationality The names and address of members are not available to the public The company is required to have a registered office in the BVI
ADVANTAGES DISADVANTAGES OF A BVI COMPANY LIMITED BY GUARANTEE: INCORPORATE NON-PROFIT COMPANY IN BRITISH VIRGIN ISLANDS
A company limited by guarantee is normally registered for non-profit making functions. The company has no share capital. A company limited by guarantee has members, rather than shareholders, the members of the company guarantee (undertake) to contribute a predetermined sum to the liabilities of the company which becomes due in the event of the company being wound up. It cannot distribute its profits to its members, and is therefore eligible to apply for charitable status if necessary. Guarantee companies are useful for non-profit organisations that require corporate status. This means that its profits are not distributed to its members but are retained to be used for the purposes of the guarantee company.
Of course this does not mean that the BVI guarantee company cannot make a profit, as indeed it is almost paramount that it can and does so. These companies are normally used for non profit making or charitable causes, the memorandum and articles of association state the general objects of the company, prohibit the payment of dividends to members and if the company is wound up all assets must be transferred to another organisation with similar objects or to a charity.
Under the Companies Act, a company limited by guarantee must have a minimum of two members; the Memorandum of Association contains a statement of the amount up to which the members guarantee the company's debts. The Articles can provide for the members to have differing 'shares' of the assets and liabilities.
The Company Limited by Guarantee has certain advantages, including that there is no list of members on the annual return, and that control over assets can be achieved without the use of shares; in some jurisdictions, profits realised from such companies are classified as capital gains rather than as income. Specialist advice is required by anyone considering the use of a company limited by guarantee.
The BVI Companies Act (Cap. 285) provides for the establishment of domestic companies limited by guarantee. Such companies have no authorised share capital and no shareholders. A domestic company can apply to the BVI Companies Registry for status as a 'non-resident company' and thereby secure exempt status from BVI corporation tax on income not sourced in or remitted to the BVI.
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Our fee for registering a BVI company limited by guarantee is ONLY £960.00. This type of company is normally incorporated for non-profit making functions. The company has no share capital. Common uses of guarantee companies include clubs, membership organisations, sports associations and charities.
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Dear Visitors, if you want to become familiar with the description and the contents of our BVI guarantee companies formation packages, offered by Coddan CPM LTD and to find above, what kind of service is included in this or that non-profit company formation package, to get an idea about the price of annual renewal of the service, and about the general legal requirements to the company incorporation within British Virgin Islands, please, select the package you need from the list, situated below the banner. The information in the banner will be renewed according to the package you've chosen.
We have many readymade companies (off-the-shelf companies for sale), which are ready to trade, and can be transferred to you within hours. Click here for our Guarantee Company Registration costs and full details of our packages for BVI non-profit companies or call us for free no obligation advice: 0800 081 1510 or +44 (0) 207 637 3881, fax: +44 20 7681 3318. We provide services for legal professionals, accounting professionals and businesses worldwide. We may help you to incorporate a company limited by guarantee in England, Scotland, Hong Kong, BVI and Cyprus. You can order by phone or online using our intuitive order forms. Our service is fast and reliable. Compare Prices of Various Forms of Companies: I Want to Check Your BVI Packages & Costs | Set-Up a Non Profit Organization in Hong Kong
We prepare and electronically submit new BVI guarantee company registrations (formations) as soon as we receive your instructions. Incorporations can be completed within 5 working days. Our charge for incorporating a company limited by guarantee is £960.00. This is slightly higher than for ordinary companies limited by shares as there are specific details that must be included in the Memorandum and Articles of Association. We will contact you having received your order to ascertain further details that we require in order to prepare the appropriate governing documents. Please contact us by E-Mai or telephone on Call FREE 0800 081 1510 or +44 (0) 207 637 3881, fax: +44 20 7681 3318 to discuss your requirements in more detail if necessary.
A company limited by guarantee is a registered company having the liability of its members limited by the memorandum to such amounts as the members may respectively undertake to contribute to the assets of the company in the event of its being wound up. Such companies are widely used for schools, professional and trade associations, clubs and management companies for blocks of flats (check our special property management package.) You May Use This Form to Register a New BVI Company Limited by Guarantee: Click Here if You Want to Form a BVI Guarantee Company Online - £960.00
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BVI Guarantee Company Formation. Free name check and advice on your chosen name. Advice on forming your BVI guarantee company, what constitution and objects, Memorandum and Articles Of Association - professionally prepared. BVI registered agent and office services. 2-5 business days incorporation service which enables you to appoint director & secretary details straight away. This procedure applies to all or packs with the payment of all government fees. This pack is sent directly to you via DHL.
THE FOLLOWING UPGRADES CAN BE ADDED TO THE ABOVE PACKAGE:
1. Company Pliers Seals - £20.00. 2. Apostilled Certificate of Incorporation - £100.00. 3. Provision of a Nominee Director Service for 12 months - £166.00. 4. Apostilled Certificate of Incumbency - £120.00. 5. Apostilled Certificate of Good Standing £140.00.
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INCORPORATION OF A CORPORATE VEHICLE FOR CHARITABLE USE IN THE BRITISH VIRGIN ISLANDS. INTRODUCTION
Under British Virgin Islands' law, there are four types of company which might be suitable for use as charitable vehicles. Very briefly, these are: an international business company. A company limited by guarantee and not having a share capital or shares. A company limited by guarantee but having a share capital. A company limited by guarantee, not having a share capital but having shares. A brief outline of the major advantages and disadvantages of each of the various alternative company structures is as follows:
INTERNATIONAL BUSINESS COMPANY ("IBC")
The company would be incorporated under the International Business Companies Act, Cap. 291 ("IBCA"). The company would be a company with limited liability. An IBC's shares are to be fully paid on issue (although the shares may be issued for a promissory note or other written debt obligation) with the result that members have statutory limited liability. Where shares have been issued for a note or written debt obligation, members remain liable for amounts outstanding or unpaid on the note or obligation until settled.
IBCs may be incorporated for any objects or purposes not prohibited under the IBC Act or under any other law for the time being in force in the British Virgin Islands. Accordingly, it would be possible for the company's objects to be confined to specified (or general) charitable purposes.
IBCs are not subject to any tax in the British Virgin Islands. They are, however, required to pay an annual government licence fee (currently US$300.00 if the authorised capital of the company does not exceed US$50,000.00; US$1,000.00 if the authorised capital exceeds US$50,000.00; and in the case of an IBC with an authorised capital not in excess of US$50,000.00 and with some or all of its shares having no par value, or one with no authorised capital, the fee is currently US$350.00).
The shareholders of a BVI IBC are not subject to income tax, state, succession, inheritance, gift tax with respect to shares or other securities in the IBC provided that they are not resident in the British Virgin Islands. If the company is to be incorporated purely for charitable purposes and individual shareholders are not to be permitted to benefit, the IBC's articles would need to eliminate, for example, the shareholders' rights to receive dividends and their entitlements on the company's dissolution. An IBC must maintain a registered office in the British Virgin Islands and must have a registered agent in the British Virgin Islands.
No public record is maintained as to the identity of the shareholders or the directors of an IBC, unless the IBC chooses to file these registers. An IBC may have a single shareholder and single director. These may be corporate and non-resident. Shareholders and directors may pass resolutions by way of a written consent without the necessity of attending a meeting (unless otherwise provided by the articles). There are no requirements for an annual general meeting of shareholders. An IBC may purchase and own its own shares.
Trusts, partnerships and unincorporated associations as well as individuals are all entitled to hold shares in an IBC. The International Business Companies Ordinance provides that the word "Limited", "Corporation", "Incorporated', "Sociétè Anonyme" or "Sociedad Anonima" or the abbreviation "Ltd.", "Corp.", "Inc." or "S.A." must be part of the name of every company incorporated under the Ordinance, but that an IBC may use and be legally designated by either the full or the abbreviated form.
GENERAL COMMENTS
Companies incorporated under the International Business Companies Act are exempt from all taxes in the British Virgin Islands. All dividends, interests, royalties, compensations and other payments made by an International Business Company to persons who are not resident in the British Virgin Islands are exempt from tax levied by the British Virgin Islands Income Tax Ordinance (Cap 189). There is no stamp duty on the transfer of any documents, including share transfers; there is no withholding tax, capital gains tax, capital transfer tax, estate duty, inheritance tax or succession tax payable on the death of a member of an International Business Company who is not resident in the British Virgin Islands.
Although it is possible to utilise the International Business Companies Act to form IBCs as charitable companies limited by shares, this course of action does require some complex and rather artificial modifications to the usual corporate structure and administrative provisions of such IBCs. For this reason, IBCs are not usually recommended as charitable vehicles unless there is an overriding reason to do so (for example, if it is necessary for the vehicle to have only one member, which is something which is not permitted under the Companies Act).
COMPANY LIMITED BY GUARANTEE WITH NO SHARE CAPITAL AND NO SHARES
A company limited by guarantee would need to be incorporated under the Companies Act (Cap. 285) since such a company may not be incorporated under the International Business Companies Act. Again, to be recognised as a charity under British Virgin Islands law, its objects would need to be exclusively charitable under the Territory's laws.
The company would be obliged to have a registered office in the British Virgin Islands to which communications and notices may be addressed. Details of the registered office must be notified to the Registrar and the company must affix its name conspicuously on the outside of such registered office. The company would be obliged to hold a general meeting at least once a year. The company would be a public company and would have to be incorporated with at least five members.
Since the company would have no share capital and no shares, the persons who held "interests" in the company would not be "shareholders" but they would instead be "members". The company's articles would have to state the number of members with which the company proposed to be registered and the company would be obliged to serve notice of any increase to the Registrar.
Members would be able to have equal voting powers. Members would be able to resign their membership or transfer the same. In the event that the company is wound up, the members' liability would be limited to the amount guaranteed by them. As a matter of British Virgin Islands law, this liability remains for one year after their ceasing to be members of the company. The company would not have to file an annual return and accordingly, the names of the members would not be a matter of public record. The company would be obliged to keep a register of members at its registered office, which would be open to inspection gratis, by any member upon request and by any other person upon payment of the sum of US$0.24.
The company would have to maintain a register of directors and would be obliged to file the same with the Registrar of Companies and notify the Registrar of any changes to it. The company would not be obliged to file any audited accounts with the Registrar of Companies. As in the case of an IBC, if the company is to be a charity, its articles would need to be structured in such away as to ensure that its shareholders receive no dividends and are not entitled to any benefits, for example, on a winding up.
COMPANY LIMITED BY GUARANTEE HAVING A SHARE CAPITAL
The company would be incorporated under the Companies Act (Cap. 285) since it may not be incorporated under the International Business Companies Act. To be regarded as a charity under British Virgin Islands law, its objects would need to be exclusively charitable. The company would be obliged to have a registered office in the British Virgin Islands to which communications and notices may be addressed. Details of the registered office must be notified to the Registrar and the name of the company must affix its name conspicuously on the outside of such registered office.
The company would be obliged to hold a general meeting at least once a year. In the event that the company is wound up, members' liability would be limited to the amount guaranteed by them and any amounts owing on their shares. As a matter of British Virgin Islands law, this liability remains for one year after their ceasing to be members of the company. The company would be obliged to state the amount of its share capital in its articles and the company would be obliged to serve notice of any increase to the Registrar.
The company would have to file an annual return listing its present members and those who have ceased to be so within the past year. The names of the members would therefore, be a matter of public record. The company would be obliged to keep a register of members at its registered office, which would be open to inspection gratis, by any member upon request and by any other person upon payment of the sum of US$0.24. Provided that it was not constituted as a public company, the company would not be obliged to file audited accounts with the Registrar of Companies.
Again, if the company is to be a charity, its articles would need to be structured in such a way as to ensure that its shareholders receive no dividends and are not entitled to any benefits, for example, on a winding up.
COMPANY LIMITED BY GUARANTEE HAVING NO SHARE CAPITAL BUT WITH SHARES
This is similar to the form of guarantee company that was permitted in the UK prior to the 1900 UK Companies Act. Members' liability here is limited to the amount of their guarantee, the shares merely providing a method of determining relevant members' interests within the company. The company would be incorporated under the Companies Act (Cap. 285) since it may not be incorporated under the International Business Companies Act. To be regarded as a charity its objects would need to be exclusively charitable as a matter of British Virgin Islands law.
The company would be obliged to have a registered office in the British Virgin Islands to which communications and notices may be addressed. Details of the registered office must be notified to the Registrar and the name of the company must affix its name conspicuously on the outside of such registered office.
The company would be obliged to hold a general meeting at least once a year. In the event that the company was wound up, members' liability would be limited to the amount guaranteed by them. As a matter of British Virgin Islands law, this liability remains for one year after their ceasing to be members of the company.
The company would not have to file an annual return and accordingly, the names of the members would not be a matter of public record. The company's articles would have to state the number of members with which the company proposed to be registered and the company would be obliged to serve notice of any increase to the Registrar.
The company would be obliged to keep a register of members at its registered office, which would be open to inspection gratis, by any member upon request and by any other person upon payment of the sum of US$0.24. The company would have to maintain a register of directors and would be obliged to file the same with the Registrar of Companies and notify him of any changes to it. If the company was constituted as a private company, it would be required to have a minimum of two members at all times. The company would not be required to file any audited accounts with the Registrar of Companies. If the company is to be a charity, its articles would need to be structured in such a way as to ensure that its shareholders receive no dividends and are not entitled to any benefits, for example, on a winding up.
GENERAL COMMENTS
With respect to companies incorporated under the Companies Act (C-E above), please note that:
The Companies Act specifically allows that if an association to be formed as a limited company is to be formed for promoting commerce, art, scienc
UK Company with Bearer Shares
BVI Corporate Vehicle for Charitable Use
£ 995.00
Guarantee Company registration in the BVI takes approximately 2 to 5 working days. The BVI Non-Profit incorporation fee includes:
Company name availability confirmation and reservation
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