This Caribbean Island is one of the popular offshore for expatriates. It is the world’s best secret tax haven. BVI stands out for its special features, zero tax and a simple company law. The offshore provides strict privacy and a closed door to anyone but their clients. Incorporation in BVI is quick and simple to register. Laws of BVI are internationally recognised, easy to comprehend and implement, and has a loyal client list.

Shelf companies in BVI are reserved for 8 calendar days while the checks on special names are reserved for 10 calendar days from the date of approval by the BVI registry.

A resolution has to be passed from the company. Also, file a name change with the BVI registry. Contact Stealth official to know more.

The board of directors of the company decide on whether they prefer retaining the original with them or with the BVI registered office.

The BVI BC Act allows the company to notify the Registered Agent regarding the change in the register within 15 days.

The BVI BC Act states that a company shall maintain a register of members containing:

  • The names and addresses of the persons who hold registered shares in the company
  • The number of each class and series of registered shares held by each shareholder
  • The date on which the name of each member was entered in the register of members and
  • The date on which any person ceased to be a member

We will help you in conducting a search with the BVI Registry of Corporate Affairs. Details such as licence fee status etc. will be provided along with other basic corporate details. It is not mandatory to file the details of directors and shareholders in the BVI registry, and that allows the company to not disclose such relevant details.

Company should pass a resolution to amend the memorandum or articles of the company.

The company law or “The Act” says that, the company shall file for registration

  • A notice of amendment in the approved form: or
  • A restated memorandum or articles incorporating the amendment made

A charge document or a draft register of charges has to be provided to Stealth, for filing a charge. A copy of the initially filed Register of Charges and release evidence has to be submitted for filing a discharge.

An updated copy of the Register of Directors and Register of Members accompanied with set of instructions that needs to be mentioned has to be sent to us.

A public officer represented by law to serve the public in non-combative matters usually relating to estates, deed, powers-of-attorney, and foreign and international business is a Notary Public.

Generally it takes 3 – 4 weeks although it entirely depends on the type of documents and the embassy involved.

The stamped resolution / re-stated memorandum or articles takes 4 working days from the Registry of Corporate Affairs.

The company shall file for registration

  • A resolution on amendments to the M&A or
  • A restated memorandum or articles incorporating the amendment made

Once paid, the renewal is done within the next 48 hours. If the renewal payment is pending or delayed from the specified date, a penalty fee will be charged by the BVI Registry and varies on the date from which the payment was to be made.

The BVI Registry gives time duration of 5 months from the due date of annual licence payment after which it strikes off the company from the list.

You can liquidate your company if it is solvent and make an exit in a formal manner. The BVI Registry of Corporate Affairs will issue a certificate of dissolution, which completes the process.

To reinstate a company, you have to provide valid information on the issue and pay up the outstanding licence fee with penalty, restoration fee etc. Contact our Stealth Offshore manager for further details.

If the company has only one member, who is an individual and that member is the sole director of the company, and did not nominate a reserve director under Section 113(7) of the BVI BC Act, if that sole director dies, the executor or the personal representative must apply for a Grant of Probate or Grant of Letters of Administration, he/she needs to apply for rectification of the share register from the court so that the said executor or personal representative can be entered on the register of members as shareholder in place of the deceased shareholder. 

Having completed this, the sole shareholder can appoint new directors so that the company can become operational again. Either ways, it is recommended to contact and seek legal advice.

Section 113(7) does not authorise the reserve director to administer the deceased shareholders estate or dawn the role of an executor. A reserve director is incapable of administering the deceased persons estate. A reserve director will incur personal liabilities if they intercede in the deceased individuals estate. The estate can be administered by a lawfully appointed administrator or executor.

Segregated portfolio assets are only available to use to meet liabilities to the creditors of the segregated portfolio company and are entitled to utilise it as a remedy that are attributable to that segregated portfolio.

The Financial statements of a segregated portfolio company shall take into account the segregated nature of the company and has to explain the nature of the company, the impact of segregation of assets and liabilities on company members and persons with whom the company transacts with and the effect of any existing deficit in one or more segregated assets on the general assets of the company.

The Act proposes that a voluntary liquidator be appointed, wherein the directors of the company shall

  • Make a declaration of solvency in a form approved, which states that, the company will be able to discharge and pay all the debts as they fall due and
  • Approve a liquidation plan that specifies
  • The reasons for liquidating the company
  • The estimated time to liquidate the company
  • Whether the liquidator is authorised to carry on the business of the company if he determines that to do so would be necessary or in the best interests of the creditors or members of the company
  • The name and address of each individual appointed liquidator and the remuneration to be paid to each of these liquidators
  • Whether the liquidator is required to send to all members a statement of account prepared or caused to be prepared by the liquidator in respect of his actions or transactions

Share Trusts bear the following benefits:

  • Shares placed in the trust will be transferred to your named beneficiaries
  • Automatic succession to the office of director or the company
  • Settlor enjoys the dividend income during his lifetime
  • Retention of effective control of the company and
  • Easily reversible

Certain benefits of Share Trusts cannot be availed for shares held in a BVI Company.

  • In the event of your demise, your benefactor has to apply to the BVI courts to obtain a Grant of Probate to your estate. Once granted, only then can the beneficiary obtain the shares from your executor. Grant of Probate consumes a lot of time, 3 to 6 months almost, a tedious process
  • If you are a non resident, in the event of your death, your heirs need to apply for Grant of Probate or Letter of Administration to deal with your shares since shares of a BVI company lie within the jurisdiction of BVI courts
  • If it is a Joint ownership, a Probate application is not required. However, it will be required at the event of Joint owners death

While filing the documents for registering a company or applying for a license need to seek the approval of the Commission to use a restricted name. The commission will have due regard to the information provided in the approved form. It may also seek further information to consider the request. This additional information needs to be submitted in ‘written’ format.

The BVI BC Act, section 9(1)(e) states that, a BVI company should mention the types of shares authorised to be issued by the company. If the company issues more than two classes of shares, then the company needs to provide additional information - the rights, privileges, restrictions and conditions attaching to each class of shares.

If the Registry of Corporate Affairs has stricken the company from the register, it is deemed to dissolve after seven years of being stricken off from the list. The name can be reused only after dissolving the company. If the name of the company has been reused in accordance with the Act, the company is restored to the register with its company number name.

Section 14 of the BVI BC Act allows such a provision only under the circumstances:

  • On dissolving the company post 7 years, the first company changed its name
  • If a written consent is provided by the first company
  • Wherein the registrar is satisfied and feels substantial change on the basis of a genuine sale of business or undertaking, of the first company to the second, at any time after the first company has changed its name
  • Where the registrar is content that the 2 companies are affiliates, after the first company has changed its name, or
  • In any other case, after the expiry of a period of three years from the date that the first company changed its name

 Section 114 of BVI Business Companies Act states that, a director of the company can be removed

  • Holding a meeting with members for this specific purpose
  • A written resolution passed by 75% of the votes of the members of company entitled to vote

The agenda or notice of the meeting should state, the purpose of holding the meeting is the removal of director.

The BVI BC Act Section 175, states, that all shareholders should be notified of this disposition and the disposal must then be approved by a resolution of the shareholders. Although there are ambiguities in this section that suggests otherwise. Legal consultation prior to the situation is advised.

  • Validation of the Name
  • Certificate of Incorporation issued by the Registrar of Companies of the British Virgin Islands
  • Memorandum & Articles of Association, signed by the subscribers of the Company
  • Appointment of First Director
  • General Powers of Attorney (2)
  • Resolutions of the Director
  • Registers & Share Certificates
  • Company Seal
  • Statutory filings
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