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British Virgin Islands (“BVI”) Company – Incorporation

Answer
Q: What documents should be submitted for incorporating a BVI company?
A:
In general, to incorporate a company in BVI, the following must be submitted to the local registered agent for due diligence checking and company incorporation: -

  • Details of the proposed business activities;
  • Source of fund of the proposed company;
  • Source of wealth of the shareholders and beneficial owners;
  • Certified passport copies of all the directors, shareholders, beneficial owners and secretary; and
  • Certified residential address proof copies of all the directors, shareholders, beneficial owners and secretary;

The passports and address proofs of the directors, shareholders, beneficial owners must be certified by a staff of Kaizen or by a CPA, lawyer or attesting officer.

Q:
When can I get the Certificate of Incorporation for my company after submitting the application?
A:
Normally it takes 2 or 3 working days for the Registry to issue the Certificate after an approval of the application.

Q:
Are there any restrictions on the registration of company name for BVI company?
A:
The name of the company must not be identical or similar with the name of any existing company in BVI. It must be ended with the word “Limited”, “Corporation”, “Incorporated”, “Societe Anonyme” or “Sociedad Anonima” or the abbreviation “Ltd”, “Corp”, “Inc” or “S.A.”.

Unless permitted by the Financial Services Commission, a BVI company cannot be registered under a name that contains the below “restricted” words, for example:-

  • Words connected to members of Royal Family: “Majesty”, “Royal” etc.;
  • Words connected to Government: “Government”, “Governor”, “Chamber of Commerce”, “Companies Registry” etc.;
  • Words governed by other legislation: “Bank”, “Fund”, “Trust”, “Insurance” etc.

Q:
Are there any restrictions on business activities for a BVI company?
A:
For certain types of business activities, such as the activities related to Banking, Insurance, Fund and Trust, the company needs to obtain a written consent and apply for the license from the Financial Services Commission and the BVI Registry of Corporate Affairs.

Q:
Is the BVI company information available for inspection by public?
A:
The general information of a BVI company is publicly available including name of the company, registration number, registered office etc.

No personal information of the shareholders, directors and beneficial owners of the BVI company is required to be made available to the public. However, the BVI company may elect to submit and make the register of members and register of charges available for public inspection.

Q:
Is there any requirement on the minimum amount of registered capital for a BVI company?
A:
Under the BVI Business Companies Act, the concept of authorized capital has been abolished. Companies are allowed to issue specific or unlimited number of shares provided in its Memorandum of Association. Also, the shares could be issued with or without a par value and in any currency. The minimum share capital of exempted company is one share with custom amount in dollar.

Kaizen handling the registration of a BVI company with standard capital with maximum of 50,000 shares. On the contrary, if the Company with a capital of more than 50,000 shares will be subject to higher official filing fee and extra service fees will be charged.

Q:
Can the registered office of BVI company be situated outside BVI?
A:
The BVI company shall at all the time have its registered office in the BVI.

Q:
Can BVI company have only one shareholder? Any restriction on the shareholder’s nationality and is it allowed to be held by corporate shareholder?
A:
It is required the shares of a BVI company must held by at least one shareholder with voting right. There are no restrictions on shareholder’s nationality and corporate shareholder is allowed.

Q:
Can BVI company have only one director? Any restriction on the director’s nationality and is it allowed to appoint another corporation to be the director of the company?
A:
It is required a BVI company must appoint at least one director. There are no restrictions on the director’s nationality and corporate director is allowed.

Q:
Does the BVI company required to appoint a Company Secretary?
A:
No. There is not mandatory for the company to appoint a company secretary of the company. The Company may appoint a Company Secretary since the functions of Company Secretary are to ensure that the BVI company is complied with Business Companies Act.

Q
Is it mandatory for the company to have the bank account in BVI?
A:
No. There are no such requirements which regulate the BVI company to have a bank account in BVI for operations. 

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