|
Bank Secrecy legislation Corporations BVI Companies IBC (Amendment) Act 2003 Choosing a Company Name Getting Started - New Business Private Interest Foundation Ship Registration Panama Embassies The Apostille
| |
British Virgin
Islands
International Business
Corporation (IBC)

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

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
(IBCs) offer the following features and advantages:
 | Asset
Protection: IBCs 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, IBCs 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: IBCs 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 IBCs shares to a third person, capital gains tax is
not payable under BVI law. Furthermore, IBCs 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 clients 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 Firms 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)
|