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Guide To Establishing A British Virgin Islands Company

Companies in the BVI are incorporated under the BVI Business Companies Act 2004 (the "Act"). These companies are incorporated to carry on business with non-residents of the BVI and are commonly referred to as "business companies".
If you are interested in British Virgin Islands Company formation, then you have to have a clear understanding of the BVI Business Companies Act. Under the Act, it is possible to incorporate five different types of companies:

• A company limited by shares
• A company limited by guarantee that is not authorized to issue shares
• A company limited by guarantee that is authorized to issue shares
• An unlimited company that is not authorized to issue shares
• An unlimited company that is authorized to issue shares

Companies limited by shares are by far the most common. Companies that were incorporated before the Act came into force were automatically re-registered under the Act to streamline the application of company law, although some additional provisions of the former legislation continue to apply to these re-registered companies.

Registered agent

Every BVI company must have a "registered agent" that is located in the BVI. The registered agent is responsible for incorporating the company and appointing the first directors, amongst other things. A company must have a registered agent at all times, otherwise it will be liable for a substantial fine and could be struck off the Register. The company may change its registered agent at any time, but the Registrar must be notified.

Registered office

Every BVI company must have a "physical address" in the BVI (the address may not be a post office box). This can be the address of the registered agent. The company may change its registered office at any time, but the Registrar must be notified of the change.

Incorporation

To incorporate the company, its registered agent will file with the Registrar the Memorandum and Articles of Association. When satisfied that the company has fulfilled the requirements of the Act, the Registrar will allot the company a unique number and issue a certificate of incorporation. Incorporation can take as little as a day to complete, although more usually takes three to five days.

Directors

The Registered Agent will appoint the company's first director(s), and this must be done within six months of incorporation. The number of directors can be fixed by the Articles of Association, although a company must have at least one director. There is no legal requirement to appoint a company secretary.
There is no requirement for any of the directors to be actual residents of the BVI, and directors can either be an individual or a corporate entity. The register of directors of a company is not publicly filed in the BVI unless the company chooses to do so, and so the identity of the directors generally remains confidential.

Conclusion

Here, in this article, you get a general guideline of the basics of BVI offshore company setup. You will always get help from the specialists.

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