Companies

BVI Business Companies and International Business Companies
The BVI Business Companies Act 2004 ("BCA") and the International Business Companies Act, 1984 ("IBC Act") each provide for the incorporation and administration of BVI Companies ("BVIBC's"). Some of the specific features of BVIBC's include the following:

• BVIBC's incorporated pursuant to the BCA or the IBC Act enjoy a complete exemption from income tax. This includes an exemption from capital gains tax, and all forms of withholding tax. There is no exchange control.
  
• Company names must include one of the following words: Limited, Corporation, Incorporated, Societe Anonyme, Sociedad Anonima or abbreviations of the aforementioned. Foreign character names can be used. Under the BCA names can be reused provided certain conditions are met.
  
• Portcullis TrustNet can provide specimen Memorandum and Articles of Association for incorporation under the BCA or the IBC Act. The standard form is designed for a straight forward corporate structure. This structure may be amended after incorporation. Alternatively, special form Memorandum and Articles of Association can be tailored to meet a client's requirements prior to incorporation.
  
• There are no minimum capital requirements and shares may be denominated in any currency. Shares may be issued with or without a par value and may be issued in different classes with special rights attached. Bearer shares may be used provided they are held with a custodian.
  
• The minimum number of directors is one. The first appointments are by the subscriber. Corporate directors may be used. BCA companies must have at least one member at all times.
  
• The BCA provides for the incorporation of companies limited by guarantee, Segregated Portfolio Companies and Restricted Purpose Companies.

It is a requirement that BVIBC's have a registered office and registered agent in the British Virgin Islands where a copy of the share register, the directors register and imprint of the corporate seal is kept. BCA companies are also required to keep copies of all notices and documents filed by the company with the Registrar in previous ten years.

The BCA and IBC Act provide an environment of administrative ease and flexibility. Specifically:

• There is no requirement to file annual returns or financial statements.
  
• There is no requirement to hold annual meetings of directors or shareholders.
  
• Directors and shareholders resolutions may be passed by telephone meetings or by circulating written resolutions (including facsimile copies) for signing. Meetings need not be held in the British Virgin Islands.
  
• A company need not have British Virgin Island resident directors.
  
• The books and records of the company may be kept at such place as the directors determine.
  
• Bank accounts may be opened anywhere in the world.
  
• A company may finance or repurchase its own shares out of surplus. Repurchased shares may be cancelled.
  
• Reductions of capital can be effected by resolution of the directors or shareholders. There is no necessity for a court order.
  
• There are minimal disclosure requirements and the ownership of shares and the names of directors and officers are not available on the public record.

The above is only intended as a general outline of some of the significant features of the laws relating to BVIBC's.

(Portcullis TrustNet has a list of shelf BVIBC's immediately available for purchase (click here to select list).  Alternatively, a BVIBC can be incorporated to instruction within 24 hours. )

Due Diligence requirements
You may be aware that due diligence procedures for the incorporation of companies have been implemented by law in most offshore jurisdictions. The British Virgin Islands financial community has introduced such procedures. We view these procedures as a positive step and believe they will help to protect the reputation of the British Virgin Islands. Ultimately this will be for the benefit of persons with proper uses for offshore services.

To comply with the new procedures we ask that when incorporating an International Business Company or BVI Business Company that you return to us the following:

• The name, address and occupation of each beneficial owner of shares in the company.
  
• A copy of the passport or other identity document of each beneficial owner of shares in company.
  
• A reference letter from a bank or professional service organisation in respect of each beneficial owner of shares in the company.
  
• If Portcullis TrustNet provides a director or nominee shareholder, please ensure that any beneficial owner of shares in the company who is liable to any U.S. or Canadian tax or reporting requirements, confirms to us in writing that they have been advised of their revenue reporting and compliance obligations in the US or Canada (as appropriate).

This information will be held confidentially in our British Virgin Islands office. Please do not hesitate to contact Portcullis TrustNet (BVI) Limited for further information.