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BVI COMPANY FORMATION. INCORPORATE OFFSHORE COMPANY IN BVI, Welcome to Coddan online BVI offshore companies formation agent. We recommend reviewing this site in its entirety, so that you are knowledgeable of the BVI jurisdiction and the powers granted to BVI companies. We will guide you through the process of registering your BVI off-shore company and establishing your registered identity. Complete and submit an IBC application form. Adequate completion and submission of this form, along with the provision of payment, will enable Coddan to incorporate your proposed BVI International Business Company within three business days. We will express mail your corporate documents to the mailing address you specify in your incorporation order. If you want to become familiar with the description and the contents of BVI offshore IBC formation packages, offered by Coddan and to find above, what kind of service is included in this or that BVI off-shore IBC incorporation 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 BVI, 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. You are welcome to discuss whether BVI offshore company is suitable for your purpose, both strategically and financially. We can assist with the organisation, creation, modification, merger, liquidation, and dissolution of corporations, and are experienced in all facets of corporate secretarial services. We routinely provide certificates of good standing for companies, drafts minutes of meetings for shareholders and directors, in addition to providing expert advice where required.

1. An IBC cannot trade within the BVI or own real estate there. Company subscribers may be resident outside the BVI. 2. An IBC is TAX EXEMPT on all income earned worldwide. 3. The company is required to have a registered office in the BVI. You must appoint a minimum of 1 director. There is no maximum number of directors. 4. Directors can be corporate bodies or private individuals. A director can be of any nationality. 5. There has to be at least one shareholder. The names and address of shareholders are not available to the public. 6. Shareholder and director may be the same person. There is no requirement for appointing local shareholder and director. 7. There is no requirement for a resident secretary. There is no paid-in capital requirement. 8. The minimum paid in and issued capital may be one share which is fully paid. Shares can be issued with or without par value. 9. Shares may be issued in any recognizable currency or in more than one recognizable currency. 10. BVI IBC records and accounts do not have to be held or filed with the authorities. +44 (0) 207.637.3802 +44 (0) 289.099.8744 +44 (0) 800.081.1510 info@ukincorp.co.uk

- select a jurisdiction -- Companies UK Formation - UK Public Companies Formations- Flat Management Companies Formations- Bearer Shares Companies Formations- Establishing UK Branch- UK LLP Registrations- Holding Companies Formations- UK Guarantee Companies - Northern Ireland Forming Company- Republic of Ireland Forming Company - Forming Delaware Corporation - Delaware LLC Incorporation- Delaware LLP Formations- Delaware Limited Partnership- Incorporating Arkansas LLC- Registering California LLC- Incorporating Colorado LLC- Registering Florida LLC- Incorporating New York LLC- Registering Nevada LLC- Forming Oklahoma LLC- Incorporating Oregon LLC- Registering Washington LLC- Incorporating Bahamas IBC- Registering Belize IBC- Incorporating BVI IBC- BVI Guarantee Company- Incorporating Cyprus IBC- Registering Gibraltar IBC- Incorporating Hong Kong Company- Forming Nevis IBC- Nevis LLC Formation- Incorporating Panama IBC- Registering Panama Foundation- Incorporating Seychelles IBC- Forming Seychelles PCC

Many people are familiar with using corporate entities for business or holding personal assets. From a legal perspective an offshore company is very similar to an onshore company. So why go offshore? Offshore companies may be used for various purposes and may secure a number of advantages not available onshore. Persons wishing to utilize these benefits need to ensure they comply with applicable onshore laws and should obtain professional tax advice if necessary. The list below sets out examples of uses of an offshore company. In practice the modern day use of the corporate entity is endless. International Business Corporations (IBC's) offer the following features and advantages:

• Asset Protection: IBC's are not required to keep assets or have bank accounts in the British Virgin Islands (BVI), nor are there restrictions or limitations on the use that an IBC may give to its assets and funds.
• Board and Shareholders' Meetings: Shareholder and Directors' meetings may be held in any part of the world at any time. There is no requirement as to the frequency of such meetings, and so they are not required to hold annual meetings. Decisions reached by shareholders or the Board of Directors may be adopted without a physical meeting, so long as the resolution is duly approved through written or electronic means, such as telex, telegram, fax, etc. Round-robin resolutions are also possible (where the resolution is signed by each director or shareholder in turn as they receive the resolution, rather than approved at a meeting).
• Business Activities: These Corporations may undertake any type of lawful business activity. However, the law specifically limits business enterprises such as banking, trust services, insurance services and other similar financial services to specially licensed companies. All other activities may be conducted with little regulation or interference from the BVI government.
• Corporate and/or Nominee Officers and Directors: We can offer corporate officers and directors or nominees to ensure full service to clients. It is not necessary for the officers and directors to be BVI residents, nor is it necessary for the officers to be directors of the company. Only 1 director is required, although it is recommended that more than one officer be appointed.
• Currency and Exchange Controls: There are no restrictions or controls on currency exchange in the British Virgin Islands, as the US dollar is the local currency. Furthermore, IBC's may be organised with an authorised capital in any currency.
• Documents & Records: With the exception of the Registers of the Company (Share Register and Register of Directors), which must remain in the offices of the Registered Agent, all books and records of transactions may be maintained in any language and kept in any country. There are no requirements to file organisational or accounting information with the Registrar of Companies (other than the Memorandum and Articles of Association). Share registers are only available for inspection by registered shareholders or by order of a British Virgin Islands Court.
• Name Reservation: The Registrar of Companies allows for names to be reserved for up to 90 days.
• Protection from Foreign Authorities: BVI law offers official protection to the shareholders of an IBC and the IBC itself from legal actions of foreign authorities.
• Share Classes: Shares may be established and issued in different classes, with various preferences, privileges, voting rights or restrictions, in accordance with the resolutions adopted by the Board of Directors. Furthermore, an IBC may reacquire and reissue its own shares.
• Tax Advantages: IBC's are exempt from all local taxes and stamp duty. In particular they are not subject to income tax, nor are dividends, interest, income and other monetary benefits paid by an IBC to non-residents of the British Virgin Islands. Upon the sale or transfer of the IBC's shares to a third person, capital gains tax is not payable under BVI law. Furthermore, IBC's are not required to file tax returns or any other type of report or declaration to this government regarding foreign-source income.
• Transferability of Shares: Share of an IBC are freely transferable.

Located in the Eastern Caribbean region, the British Virgin Islands are an English speaking Dependent Territory of the United Kingdom. The Islands are politically stable and possess a well-developed commercial and professional infrastructure. Since the introduction of the International Business Company in 1984, the Islands are now an eminent corporate domicile jurisdiction. There are now over 300,000 IBCs incorporated in the BVI, used for holding, trading and investments. The government has strengthened and enhanced legislation to prohibit the formation of offshore banks on the Island and has in return reduced money-laundering activities greatly. As a result of its highly flexible and modern legislation BVI has become extremely popular in the offshore market.

Incorporating a company in the British Virgin Islands requires around three working days for tailor-made incorporations. Each BVI offshore company is required to have a minimum of one shareholder and one director. There is no restriction on the location of residence of shareholders or directors. Recent changes in the legislation in the BVI now require the identities of shareholders and directors to be filed with the registered agent who is required to provide this information to the BVI Government upon request. Please note, under certain conditions, we are able to provide nominee services to clients requiring non disclosure of their identities. The identities of the nominees would be filed in the BVI.

Please note » The prices payable for the items that you order are clearly set out in the web site. There will be no contract of any kind between you and us unless and until we receive payment from you. We act as your agent in the incorporation of offshore companies. We are not able to guarantee that any such filing will be acceptable to Companies Registrar , nor are there any contractual obligation upon us to do so. If Companies Registrar rejects incorporation or other filing, we will credit your account with a full refund and the contract between us will be made void. Companies Registrar does not offer a cancellation facility for the incorporation of companies or the filing of documents. We will be unable to cancel any such submission on your behalf and will not refund any payment you have made. All prices shown at Coddan Web Site are in Great British pounds. Credit cards are the preferred method of payment; we accept VISA, MasterCard and Delta. We can accept payment in UK Pounds Sterling, US Dollars, Euros, Australian Dollars and Canadian Dollars.

Live Help » Live Help is a real time "chat" feature which enables you to interact with a customer service representative without a phone call. Get answers to your questions while using our website. Clicking the "Live Help" button will start an on-line session with one of our representatives. Live Help is currently available during normal business hours. Outside of the above opening hours our business center will be closed. When you click on the button you will see an e-mail form that will allow you to send us a mail with your questions. Live Help is absolutely free! There are no hidden fees. We offer the service as a courtesy to our website visitors. Dear visitors, while having a chat session with a customer, we are frequently requested to give a piece of advice on tax planning or business structuring. We would like to inform you that it is against our principles to provide online advice pertaining to these issues. The points that may be covered during a session include service description, package or service price, navigation at our website, ways of making an order, methods of payment etc. Yet, if you wish us to provide you with advice on tax or business structuring, you should be aware that this service is chargeable. If you have any questions please E-Mail or call us: 0800 081 1510 or +44 (0) 207 637 3881, fax: +44 20 7681 3318.

All our BVI companies are general trading companies which include Certificate of Incorporation & Memorandum and Articles of Association, Registered Agent and Address in BVI. Fast 2-5 days BVI incorporation service which enables you to appoint director & shareholders 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. Nominee Director service for 12 months - £166.00. 4. Nominee Shareholders service for 12 months - £110.00. 5. Apostilled Certificate of Incumbency £120.00. 6. Apostilled Certificate of Good Standing £140.00. 7. Apostilled Certificate of Tax Exemption £110.00. +44 (0) 207.637.3802 +44 (0) 289.099.8744 +44 (0) 800.081.1510 info@ukincorp.co.uk

Dear Visitors and Our Potential Clients » Please be advised that the BVI Government has adopted a new legislation, which places all the BVI corporate entities within a zero tax regime and restructures the company registration and license fee schedules. The new legislation named BVI Business Companies Act, will replace the existing Companies Act and International Business Companies (IBC) Act.

According to the BVI authorities, the purpose of the BVI Business Companies Act is "to ensure that (the BVI) continues to offer modern, flexible and innovative business companies' legislation that remains attractive to international clients while at the same time providing a suitable legal framework for firms undertaking domestic business." All our clients who have instructed us to incorporate companies in the BVI or may require company incorporation in the future, note the following changes for the different periods:

COMPANIES INCORPORATED UP TO DECEMBER 31, 2004. Transition Period: To ensure seamless transition to the new regime, the BVI authorities have proposed a two-year transition period during which both, the existing IBC Act and the new BVI Business Companies Act will be in force. Companies already incorporated under the IBC Act or the local Companies Act will be permitted to continue their incorporation under those respective Acts until January 1, 2007 in which they will be automatically registered under the BVI Business Companies Act. Bearer Shares: All companies incorporated before January 1, 2005 and that opt for retaining the rights to issue bearer shares must immobilize said shares with an authorized or recognized custodian by December 31, 2010. If the company chooses to register the existing shares, the M&AA must be amended. If the companies choose to maintain the ability to issue bearer shares, it will be subject to increased fee provision in 2008, as yet undisclosed.

COMPANIES INCORPORATED ON OR AFTER JANUARY 1, 2005. Transition Period: The two-year transition period allows new incorporations after January 1, 2005 under all three Acts: IBC Act, the local Companies Act and the new BVI Business Companies Act. After January 1, 2006, new incorporations will be possible only under the new BVI Business Companies Act. Bearer Shares: All companies incorporated after January 1, 2005 and opt for retaining the rights to issue bearer shares must immobilize said shares with an authorized or recognized custodian. Companies allowing bearer shares their M&AA will also be subject to higher fees, as specified above.

The IBC registration process is quick and easy. Most companies adopt standard Memorandum and Articles of Association, and the official review and approval process is completed in approximately 48 hours. Coddan provide a wide range of accountancy services to small and medium sized businesses. We pride ourselves on providing a quality service at reasonable fees. We offer the following services: company formation services. Limited partnership formation services. Registered office and registered agent services; and company and limited partnership secretarial and related services.

In addition, the following are the standard post-incorporation services provided by Coddan: good standing certificates. Certified (and apostilled) copies of all corporate documents on file. Customized certificates to meet specialized business needs. Continuation or redomiciliation in to or out of the BVI. Quick elementary searches of all companies registered in the BVI. Liquidation (voluntary dissolution and winding up) of solvent IBCs. Corporate restructuring and registration of related papers.

As your BVI company formation agents, we can only act on information and instructions given to us. You should not assume that we have knowledge of any factual matters. All of the information contained on this web site is not meant to be advice, nor should it be followed. The information on this site pertains to U.K. law only and is offered as a public service. It is not intended to give legal advice about a specific legal problem, nor does it create an attorney-client relationship. We do not hold ourselves out as offering tax advice, although we do not hold ourselves out as experts in the laws of any foreign country.

If you order an offshore company we usually require to send us by fax, email (as attachments in PDF, GIF or JPEG format) or mail: copy of the passport (with photo, signature and personal data pages) of the beneficial owner of the company; copy of the passport (with photo, signature and personal data pages) of the individual who contacts us and places order with us if he is not the beneficial owner. Beneficial owner is the individual who benefits from ownership of a company regardless of who holds title.

An International Business Company is a corporate vehicle having limited liability, which, provided it has no business activities in the British Virgin Islands, is wholly exempt from BVI tax on its income and from inheritance or estate tax on its shares. Only a nominal annual fee is payable to the Government (in most cases US$360.00). The International Business Company is the most widely used vehicle for offshore operations in the BVI; it normally takes the form of a private company limited by shares. The governing legislation is the International Business Companies Act 1984, updated by the International Business Companies (Amendment) Act 1990 and the International Business Companies (Amendment) Act 2002, which restricted bearer shares and imposed record-keeping requirements on professional intermediaries.

Every company files a copy of its Memorandum and Articles of Association, or "M&AA" with the Registrar of Companies upon incorporation. These documents can be extremely brief or very detailed, depends on the law in the particular jurisdiction and on the practices of the particular incorporation agent. These documents lay out all the general information about the company. Usually these documents describe the type of company, its address, operational objects, authorised capital, the procedure for appointing and dismissing directors and officers and their scope of competence and responsibility, the procedure of share allocation, how shareholder's meetings are called and the competence of such meetings and how it should be executed, the procedures of keeping accounts, liquidation and similar administrative matters that are characteristic to any corporate entity. The Memorandum and Articles of an offshore company are usually signed by a person called "Subscriber" or "Incorporator". The Subscriber is simply a person (or, more often, a dedicated company) closely associated with your offshore service provider. The Subscriber essentially incorporates the company for you and acts as the first shareholder on your behalf. Otherwise you would have to travel to the offshore jurisdiction and sign the documentation personally. The Subscriber usually subscribes for the legally acceptable minimum amount of shares in the company. After the registration of the company, the initial Subscriber may remain registered on public file as the (nominee) shareholder, or the minimum amount of shares that he usually holds can be transferred to the actual client.

TAXATION.

An IBC is exempt from taxes provided it does not carry on business with persons resident in the BVI, own real estate in the BVI, or accept either banking deposits or contracts of insurance. Interest, dividends, rents royalties, and compensation paid by an IBC to persons who are not residents in the BVI are exempt from taxes. Also, capital gains realized by non-residents with respect to any shares are exempt. There is VAT tax.

SHAREHOLDERS.

A minimum of one shareholder is required and either registered or bearer shares may be issued. No details of the shareholders appear on the public file but a register of shareholders must be kept at the registered office address of the company. Coddan could provide nominee shareholders.

DIRECTORS.

A minimum of one director is required. The director does not need to be a shareholder. In addition, corporate and non-resident directors are permitted. Details of the directors are not required to appear on the public file. Coddan could provide nominee directors.

An IBC is managed by a board of directors, which consists of one or more persons who can be either individuals or companies (S.42). The Articles determine the number of directors (S.44). None of the directors need be residents of the BVI. The first directors are elected by the subscriber(s) to the Memorandum; and thereafter are elected and removed either by the members or, if the Memorandum or Articles permit, by the other directors (S.43). A company may maintain a register setting forth the names and addresses of the directors and if so, a copy must be kept at the registered office (S.43.A1). The register need not be available for inspection by the public. However, the IBC may elect to register its register of directors with the Registrar, which then makes it available for public inspection (S.111.A1.b).

WHEN YOU NEED A NOMINEE DIRECTOR.

Nominee Directors are needed when you must maintain a certain level of anonymity when conducting transactions. Nominee Directors are appointed by the offshore company and are carried in the Register of Directors.

WHAT NOMINEE DIRECTORS WILL DO FOR YOU.

Based on the Articles of Incorporation and resolutions of the Board, nominee directors can be authorized to sign specific contracts and agreements or can be given general authority to sign all contracts and agreements.

SPECIFIC ACTIONS TAKEN BY THE NOMINEE DIRECTOR(S).

Prior to signing any documents, the nominee director must first read through the document to ascertain the specific risk attached to the document for the signatory. Because this service must be performed by professionals with some experience a charge is normally imposed for the inspection of such documents.

TERMINATING NOMINEE DIRECTOR SERVICES.

When you appoint Nominee Director(s) you will receive a pre-executed resignation. When you are ready to terminate the services, you simply enter the date in the resignation and notify us.

REPORTING REQUIREMENTS.

An IBC is not required to file any financial reports or tax returns in the BVI. In addition, the books and records may be maintained in any manner desired and in any part of the world.

RESTRICTIONS ON NAME AND ACTIVITY.

Names must end with one of the following words, or abbreviations thereof- Limited, Corporation, Incorporated, Societe Anonyme or Sociedad Anonima. The following words, and their associated activities, cannot be used: Assurance, Bank, Building Society, Chamber of Commerce, Chartered, Cooperative, Imperial, Insurance, Municipal, Royal and Trust. An IBC may not carry on business with persons resident in the BVI, nor own real estate in the referred jurisdiction, or provide registered offices for companies.

LOCAL REQUIREMENTS.

The local company law requires that an IBC maintain a registered office address within BVI and must also appoint a BVI resident as registered agent.

SECRECY.

There are no specific statutory provisions governing secrecy in relation to companies.

RESTRICTIONS ON TRADING.

Cannot trade within the British Virgin Islands or own real estate there. Cannot undertake the business of banking, insurance, assurance, reinsurance, fund management, collective investment schemes, trust management, trusteeship, the rendering of investment advice or any other activity that would suggest an association with the banking or insurance industries. Cannot offer its shares for sale to the public.

RESTRICTIONS ON TRADING.

Cannot trade within the British Virgin Islands or own real estate there. Cannot undertake the business of banking, insurance, assurance, reinsurance, fund management, collective investment schemes, trust management, trusteeship, the rendering of investment advice or any other activity that would suggest an association with the banking or insurance industries. Cannot offer its shares for sale to the public.

BEARER SHARES.

Permitted, but considerable changes are introduced by International Business Companies (Amendment) Act 2003: Bearer shares of new incorporated companies must be placed in the safekeeping of an Authorized or Recognized Custodian. Existing companies with bearer shares are required to deposit bearer shares with a Custodian or exchange bearer shares for registered shares and make amendments in the Memorandum and Articles of Association prohibiting of issuance of bearer shares by December 31, 2004. Government fee for companies with bearer shares US$1,200. In case of transfer of bearer shares an Authorized Custodian may deliver bearer share certificates to another Authorized or Recognized Custodian only. Coddan provides incorporation of BVI companies with authorized shares only. It allows protect our clients from any future inconveniences and costs increased.

Documents Download »
BVI Banks And Trust Companies Act, 1990 (112Kb RTF file)
BVI Companies Act (as amended) (511Kb RTF file)
BVI Company Management Act, 1990 (88Kb RTF file)
BVI International Business Companies Act, 1984 (298Kb RTF file)
BVI Mutual Funds Act, 1996 (100Kb RTF file)
The Partnership Act, 1996 (201Kb RTF file)
Income Tax Act (220Kb RTF file)
Trustee Ordinance (210Kb RTF file)