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IBC (Amendment) Act 2003
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British Virgin Islands

International Business Corporation (IBC)

IBC (Amendment) Act 2003 - changes to Bearer Shares and Register of Directors

Features & Advantages Incorporation Other Services Limitations

Uses of an IBC

General investment – bank accounts, fixed deposits, investment plans and other commercial or financial titles
Holding Company
Inter-company loans and investments
Manage international business transactions or market and promote goods and services
Real Estate Holding – apartments, houses, vacation property, or commercial real estate
Software or intellectual property development, own patents and trademarks licensed to other companies

Features and Advantages

International Business Corporations (IBC’s) offer the following features and advantages:

Asset Protection: IBC’s are not required to keep assets or have bank accounts in the British Virgin Islands (BVI), nor are there restrictions or limitations on the use that an IBC may give to its assets and funds.

Shares: Although the British Virgin Islands has not abolished bearer shares, there is now legislation in place which requires that Bearer Shares as of 2004 be held by a Qualified Custodian (this will usually be a bank or Trust Company in the BVI).  It will only be possible to issue bearer shares where they are issued directly to the custodian.  Registered shares are those shares issued in the name of the shareholder - however, there is privacy measures in place in the British Virgin Islands, as the Register of Members is held by the Registered Agent of the Company, and is not public information.  Shares of an IBC may be issued for consideration other than cash, such as for a promissory note. IBC legislation facilitates the transfer of assets between persons on a confidential basis, through the simple exchange of shares, rather than an exchange of the underlying assets. The Registered Agent of the IBC must have details of the shareholder or of an agent of the holder, in order to comply with notice requirements.  For more information - please see:  Bearer Share Update

Board and Shareholders’ Meetings: There are no specific provisions in the law as to the frequency of such meetings, which may be held in any part of the world. Decisions reached by shareholders or the Board of Directors may be adopted without a physical meeting, so long as the resolution is duly approved through written or electronic means, such as telex, telegram, fax, etc.

Business Activities: These Corporations may undertake any type of lawful business activity. However, the law specifically limits business enterprises such as banking, trust services, insurance services and other similar financial services to specially licensed companies. All other activities may be conducted with little regulation or interference from the BVI government.

Corporate and/or Nominee Officers and Directors: Shirley Trust Company Ltd. offers corporate officers and directors or nominees to ensure full service to clients. It is not necessary for the officers and directors to be BVI residents, nor is it necessary for the officers to be directors of the company. Only 1 director is required, although it is recommended that more than one officer be appointed.

Currency and Exchange Controls: There are no restrictions or controls on currency exchange in the British Virgin Islands, as the US dollar is the local currency. Furthermore, IBC’s may be organised with an authorised capital in any currency.

Documents & Records: With the exception of the Share Register, which must remain in the offices of the Registered Agent, all books and records of transactions may be maintained in any language and kept in any country. There are no requirements to file organisational or accounting information with the Registrar of Companies (other than the Memorandum and Articles of Association). Share registers are only available for inspection by registered shareholders or by order of a British Virgin Islands Court.

Name Reservation: The Registrar of Companies allows for names to be reserved for up to 90 days.

Protection from Foreign Authorities: BVI law offers official protection to the shareholders of an IBC and the IBC itself from legal actions of foreign authorities.

Share Classes: Shares may be established and issued in different classes, with various preferences, privileges, voting rights or restrictions, in accordance with the resolutions adopted by the Board of Directors. Furthermore, an IBC may reacquire and reissue its own shares.

Tax Advantages: IBC’s are exempt from all local taxes and stamp duty. In particular they are not subject to income tax, nor are dividends, interest, income and other monetary benefits paid by an IBC to non-residents of the British Virgin Islands. Upon the sale or transfer of the IBC’s shares to a third person, capital gains tax is not payable under BVI law. Furthermore, IBC’s are not required to file tax returns or any other type of report or declaration to this government regarding foreign-source income.

Transferability of Shares: Share of an IBC are freely transferable.

Incorporation of an IBC

Shirley Trust Company Limited offers both incorporation of tailor-made corporations as well as the provision of shelf corporations. A shelf corporation is one which has been put into inventory after formation, and which is available for immediate transfer. Please do not hesitate to request a list of available corporations from our BVI or Panama offices. The incorporation of a tailor-made corporation can be completed and couriered to you in a matter of days.

Details required for Tailor-Made Corporations

The following information is considered vital for incorporation of a tailor-made corporation:

Name: It is requested that the name, and alternative versions thereof in order of preference, be provided. The name can be written in any language, with the terminations Ltd., S.A., A.G., Corp., Corporation or Inc. added thereto.

Share Capital: Our shelf corporations are incorporated with a share capital of US$50,000, divided into 50,000 shares of US$1.00 each. However, shares may be issued with or without par value and in one or more classes, according to a client’s needs. Costs may increase if certain capital limits are exceeded.

Officers and Directors: Please provide the details of the officers and directors as requested in the application form. Nominee officers and directors are also available upon request.

Other: Please advise of any other special instructions.

Ongoing Services

Registered Agent

This is a service which Shirley Trust Company Ltd. provides to its clients for a nominal annual fee.

Corporate Secretarial Services

Shirley Trust Company Ltd. is dedicated to the organisation, creation, modification, merger, liquidation, and dissolution of corporations, and the Firm’s staff are experienced in all facets of corporate secretarial services. Shirley Trust Company Ltd. routinely provides certificates of good standing for companies, drafts minutes of meetings for shareholders and directors, in addition to providing expert advice where required.

Registration of Documents

In addition to registering the Memorandum and Articles of Association with the Registrar of Companies, the following documents must be registered:

Name changes of the corporation;
Amendments to the authorised capital;
Merger agreements or the dissolution of the company;
Any other amendments to the Memorandum or Articles of Association.

Business Prohibited to an IBC

An IBC may not:

Do business with BVI residents
Own real estate in BVI apart from office leases
Provide registered office or agent facilities for companies incorporated in the British Virgin Islands

Business which requires a License:

Banking or trust business
Business as an insurance or re-insurance company or insurance agent or insurance broker
Company management business or mutual fund administration

Prepared by Beth Anne Gray J., LL.B. (Hons)