BVI Incorporation Requirements

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Directors

The BVI Company must have one or more Directors.
Individuals and corporations can be Directors.
Individual Directors can be of any nationality and do not need to be resident in the BVI.
The Register of Directors is not available to the public.
Directors and Shareholders may hold meetings over the telephone.

Shares

A BVI Company may have a single shareholder.
A BVI Company is permitted to hold shares in other BVI companies.
A BVI Company is required to keep a Register of Members and a copy must be kept at the registered BVI office. The Registered Agent must be notified whenever changes occur. This Register of Members is not available to the public.
There is no requirement to hold an Annual General Meeting.
A BVI Company is not required by the Companies Act to maintain a Register of Transfers of Shares.
Shares can be issued as registered shares or bearer shares.
Shares can be issued in any currency.
There is no minimum capital requirement.

Annual Licence Fee

The annual licence fee for a BVI Company authorized to issue 50,000 shares is US$ 350.00.
If the authorised shares exceeds 50,000 an annual fee of US$ 1,100.00 is required.
All BVI Companies with anniversaries from January to June must pay their annual licence fee by May 31. Thereafter penalties are imposed:
If paid between June 1 to July 31 – 10% of licence fee
If paid between August 1 to October 31 – 50% of licence fee
If not paid by November 1 – struck off
All BVI Companies with anniversaries from July to December must pay their annual licence fee by November 30. Thereafter penalties are imposed:
If paid between December 1 to January 31 – 10% of licence fee
If paid between February 1 to April 30 – 50% of licence fee
If not paid by May 1 – struck off

Taxation
A BC Company is totally exempted from any taxation in the BVI.

Accounts
A BVI Company shall keep such accounts and records as the Directors consider necessary or desirable in order to reflect the financial position of the company. However there is no requirement for preparation of audited financial statements.

Registered Office
A BVI Company must have a Registered Agent and a registered office in the BVI.

Common Seal
A BVI Company is required to have a common seal and an imprint thereof must be kept at the registered BVI office.

Minutes
A BVI Company is required to keep Minutes of all meetings of Directors and members at the registered BVI office or at such other place as the Directors determine.

Certificate of Good Standing
A BVI Company may obtain a Certificate of Good Standing upon application to the Registrar of Companies.

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