Under the 1984 IBC Act, which preceded the 2004 Business Companies Act, just one corporate form was available, the company limited by shares. Under the new regime, several different types of companies can be incorporated. These are:
- Companies limited by shares. Likely to remain the most popular form of BVI company;
- Companies limited by guarantee not authorised to issue shares. This corporate form is likely to prove useful for non-profit organisations;
- Commpanies limited by guarantee authorised to issue shares. This ‘hybrid’ type of company provides greater flexibility in structuring transactions, as a result of its combined equity and guaranteed membership;
- Limited companies authorised to issue shares. This structure provides greater transparency, as it is possible to look through the company to its shareholders;
- Unlimited companies not authorised to issue shares. This type of company could be used to ensure effective estate planning.
An English name is required. Names with Chinese characters, together with their English translations, can also be registered in the BVI. The company name must not include words such as “Bank”, “Society”, “Chamber of Commerce”, “Securities”, “Fund”, or other related terms, except with the written approval of the Registrar or obtaining the requisite license.
BC Act specifics the requirement for the memorandum of association to state the maximum number of shares that the company is authorized to issue. A BC is not required to specify the par value of its shares. However, clients may request this option and the standard maximum number of shares to be issued is 50,000 shares of USD$1 each. Bearer shares are allowed but share certificates have to be kept by an approved custodian.
A minimum of one director is required, and can either be a natural person or a corporate body. The original or copy of the register of directors must be kept at the registered office in BVI. From April 2016, every BC must file its register of directors with the BVI registry of corporate affairs (‘’Registry’’). It won’t be available for public inspection but the access could be granted by either an order of the court or application by a competent authority. New company must file the register of directors within 21 days of appointment of a director. Thereafter, companies must file changes to the register of the directors with the BVI registry within 30 days of the changes.
The minimum number of shareholders is one, and can either be a natural person or a body corporate. No details of the shareholders would appear on the public file, although a register of shareholders must be kept at the registered office of the company. Registered office and agent Every BC must at all times have a registered office and a qualified registered agent in BVI. Incorporation time Incorporating and preparing initial documentations requires around 15 working days.
Statutory filing requirements are minimal and there are no requirements for annual returns. Annual General Meeting (AGM) Meeting of the shareholders or directors do not need to be held in the BVI and there is no requirement for an AGM. Meetings can be held by telephone or other electronic means. Retention of books and records Sufficient records must be kept to show and explain the company’s transactions and the financial position of the company to be determined with reasonable accuracy. Such records don’t need to be kept in the BVI and the location for keeping such records can be freely determined by the directors of the company. There is no requirement to file or make available to the public any financial records of the company.