General Knowledge About Offshore Companies
A tax haven is a country where substantial tax benefits to businesses (usually – international businesses) are provided by the law. In this general sense, it's all relative: a country with a 12.5% corporate income tax may seem like a tax paradise for a business person who has been used to a 40% tax in his own country. In these terms, you can find "tax havens" in the most unusual places!
In the traditional meaning, a tax haven is a country where You can register a company which will remain totally tax-free in that country (except for fixed government fees).
A proper tax haven country will in fact have a whole system of laws, regulations and practices, facilitating the attraction of foreign and international business to its shores – and not only by zero tax! Such country, commonly known as an "offshore financial centre", would also have a developed financial system with minimum restrictions, simplified and fast company registration procedures, flexible corporate regulations, confidentiality provisions strictly limiting publicly available corporate information, minimum accounting and book-keeping requirements.
British Virgin Islands is one of the leaders, having the greatest number of offshore companies registered and being widely recognized as role-model for other offshore jurisdictions. It has excellent reputation and the companies registered in the BVI are well regarded in the financial sector.
That being said, there are several dozens of countries worldwide offering different sorts of financial and tax benefits. So, your actual choice may also depend on such variables as geographical location, price, type of business You are in, speed of service, language and, of course, services offered. For more detailed review, You might like to read the article "Which is the best offshore jurisdiction?" in our Offshore Knowledge Base chapter.
To start with, most of tax haven jurisdictions are small countries with small populations. So even relatively small amounts of money can make a difference. The visible part of the iceberg is represented by the direct registration duties and annual renewal fees paid to the government by all those offshore companies. Even a $100 government duty, multiplied by hundreds of thousands of non-resident companies who pay it annually without ever burdening the country's infrastructure, yields millions of extra budget revenue. But the invisible part is much bigger. That's the volume of professional fees paid by all those offshore companies to local Registered Agents, company managers and administrators. That's the money settling down and turning around in offshore banks, insurance companies and investment funds. All in all, a successful offshore financial sector may provide jobs, education, careers and income to a whole lot of people. The offshore services revenue will create demand for quality telecommunications, office space, computer equipment and software, furniture and business supplies. Ultimately, the offshore revenue will filter down into all consumer sectors of the economy. The result is notable increase in overall prosperity, which, in turn, strengthens the self-determination of the country – in particular, it's ability to withstand pressures from foreign governments and international organizations.
Well, aren't domestic companies used by them, too? Offshore tax havens have for decades been the target of blackmail and slander campaigns by the governments of the powerful high-tax jurisdictions. Your government would quite certainly like You to believe that offshore companies are only used by fraudsters and criminals – but that's completely unjustified. While there will be a rotten apple in any basket (especially, if the basket is big enough), 99% of all business transacted through offshore companies is completely legitimate. In fact, due to the inherent need to maintain their reputations clean, most of the leading tax haven countries nowadays have much better systems to detect and prevent financial crime and money-laundering than the big, powerful nations who critize them.
Here comes another myth. Tax havens and offshore companies have been around for many decades. There are millions of offshore corporations incorporated and operating worldwide. Virtually all big, brand-name transnational corporations would have a few offshore structures tucked up their sleeve. In this time and age, it's actually a necessity: registering offshore decreases Your overhead (on tax and management costs), therefore You become more competitive. True for big corporations and startups, alike. So – it's big. Some estimates say that more than half of all volume of money, worldwide (just imagine how much it is!), actually reside in offshore accounts at any given moment in time. All international trade in commodities, goods and services is predominantly transacted through low-tax or zero-tax corporations. Many of the most competitive investment funds are registered in tax havens, so they are not burdened with excessive tax and can return more to their investors. A multitude of offshore holding companies help businesses invest abroad with minimum withholding tax loss. Much of the global e-business resides offshore. The list can go on and on. In understanding this trend, it helps to think of money like a water – it will always flow from high (tax and burden) to low, and it will always find it's way through!
Yes. Certainly, it should be used with care and some good advice. Many high-tax countries have introduced some countermeasures in their tax regulations against known offshore finance centres. In particular, some high-tax governments have introduced a sort of discriminating witholding tax on direct payments from domestic businesses out to foreign companies, which are situated in certain listed offshore jurisdictions. Therefore, it is a good idea to check if Your country has such a "blacklist" or any discriminating regulations targeting transactions with offshore corporations. Your domestic tax lawyer or accountant should be able to clarify this question. All-in-all, offshore company is just the same as Your domestic business entity, only the offshore corporation is not burdened by excessive tax, is faster to incorporate and easier to manage. In itself, it's completely legal to have and use.
Offshore companies are simply called differently in different countries. The most popular name is IBC – International Business Company. Other names You may come across are non-resident companies, exempt companies, special license companies, etc. In British Virgin Islands, after the introduction of a level zero-tax for all business in 2004, the official name for all new companies is simply a Business Company. Regardless of the name, all of those entities are independent corporate bodies or what is called "juridical persons", with their tax benefits prescribed by the actual laws of their registration country. Quite often, the name known and used in popular sources will not exactly be the name You would find in the law. For instance, regardless of the official new name "BVI Business Company", most people would still call it the old fashioned way – as International Business Company.
There are two primary purposes. One is tax minimization. The other is asset protection and confidentiality. Both reasons can be quite independent. Some offshore companies are actually not registered with any tax-reduction purpose in mind! More often, though, both of those reasons interlap and complement each other. For more information, please see the articles in our Offshore Knowledge Base.
The main advantages are: (a) total absence or minimum levels of taxation; (b) confidentiality, due to no sensitive personal information available on public file; (c) corporate flexibility: no paid-up capital requirements, no requirement to state operational objects, minimum conditions on directors and shareholders, fast incorporation, etc; (d) ease of management – shareholders' meetings can be held anywhere, including by electronic means, flexible decision making process (e) minimum reporting – no audits, no tax reports, no financial information for public file. All in all – a lean, mean international business machine…
OK, tax haven jurisdictions will die out. When? Exactly when all the big-brother, high-tax countries will lower their corporate and income taxes to nil, or close to it. Never's gonna happen? We thought so… Despite the political and economic pressures exerted by EU, US and some of the notorious international organizations like OECD and FATF, the leading offshore financial centres have lived through, adjusted, improved and are now doing better than ever. Much because so many people and businesses worldwide have voted with their wallets and have chosen to incorporate offshore. By doing so, they have created a "critical mass" of offshore-based business, which will probably live on forever
In case with BVI Business Companies, the Article 242 of the BVI Business Companies Act 2004 ("Exemptions from Tax") states that (a) a company, (b) all dividends, interest, rents, royalties, compensations and other amounts paid by a company, and (c) capital gains realised with respect to any shares, debt obligations or other securities of a company, are exempt from all provisions of the Income Tax Ordinance.
Further on in the same Article, it also says that no estate, inheritance, succession or gift tax is payable with respect to any shares, debt obligations or other securities of a company, and that a Company is exempt from the payment of stamp duty on all instruments of transfer, except for transfers of real estate located in the BVI.
While BVI law requires that the business companies keep accounting records, these requirements are rather simple and generally reflect what a reasonable company owner would keep for the company at his own will even if not required by law. The Article 98 of the BVI Business Companies Act 2004 prescribes, in one general sentence, that a company shall keep records that are sufficient to show and explain the company's transactions; and, at any time, enable the financial position of the company to be determined with reasonable accuracy.
Further, the 2012 and 2014 amendments to the Mutual Legal Assistance (Tax Matters) Act, 2003, explain and specify a little the requirements:
- The company must keep the records and the underlying documentation which means all sums of money received and expended by the company and the matters in respect of which the receipt and expenditure takes place, all sales and purchases of goods by the company and the assets and liabilities of the company.
- Documents can be kept either at the Registered Agent in the BVI or in any other place as the directors may decide providing the Registered Agent with a written confirmation of such address.
- All documents must be retained for at least 5 years after the completion of each particular transaction or after the end of business relationship to which they refer.
At the same time, there are no requirements to prepare or file financial accounts and no auditing requirements. Consequently, none of the financial information becomes public.
Structure and Registration Procedures of Offshore Companies
In theory, an offshore company is a company (corporation) registered outside the domicile country of the beneficial owner. However, the term “offshore” is most commonly used not simply to refer to any other country outside the domicile country, but directed particularly to the “tax havens” – low tax or zero-tax countries. So, in practice, the offshore company enjoys many benefits that are not exactly possible for a domestic company back at home.
An onshore corporation must pay income tax (sometimes very high amounts), whereas an offshore company is tax-free or has a considerably lower tax rate. An offshore company is also free from financial reporting and sophisticated accounting requirements. To form an offshore company, the company owner does not have to commit high sum of paid-up capital, or any capital at all. Offshore corporation is not required to register its shareholders and directors on a public file. Offshore company is easy and quick to register, simple to operate and maintain. Apart from those benefits, the internal structure and management principles of offshore companies are still largely similar to those of any "regular" business corporation.
As in any country, the usage of some words in Business Company names is restricted or prohibited. The first group of those words are related to specifically licensed activities – like banking, insurance, re-insurance, trust, fund management. In fact, You CAN use these words, but only if You go through a prior licensing procedure aimed at actually carrying out the particular activity. For instance, to be allowed the usage of "bank" in Your company name, You would have to apply for the banking license with the BVI Financial Services Commission.
The other group of restricted words are those, which would incorrectly imply some official connection or patronage. Thus You are not allowed to use words like "Government", "Imperial", "Chamber of Commerce", "Municipal" and quite certainly You can not use "Royal", unless You have close personal relationships with the British Royal family.
The third group of restricted words would be very open-ended, and much at the discretion of the BVI Registrar of Companies. Any rude words or expressions would surely be refused. Names, that appear to be copying or too closely resembling any existing business names, will be refused.
Generally, all those restrictions are simply to prevent the misleading of general public.
No. There are no minimum paid-capital requirements, and the BVI Business Company is not even required to state any amount of authorised or registered capital in its foundation documents. It can choose to do so, of course, if the business circumstances require. The company is only required to state how many shares it has in total (which allows to determine what percentage of the company is held by any particular shareholder), but there is no requirement to attach a fixed monetary value to each share.
If the company chooses to state any figure of its capital (which is optional), this capital may be stated in any currency. US dollars would probably be the most popular, as it is the national currency of the British Virgin Islands.
No. The only mandatory legal requirement is to have a "minimum local presence" in the jurisdiction, which means having a Registered Office and a Registered Agent in the BVI. This service is normally provided by us, as a licensed Registered Agent, for all Business Companies that we register for our clients. If Your offshore business circumstances so require, several optional services are available – like mail and fax forwarding, document re-mailing and call handling. These services can put more "flesh and blood" into Your offshore company. Finally, of course, there is nothing that precludes You from indeed coming up to open a fully operational office … we mean, BVI is a nice place to be!
Yes, absolutely – although this may not be the best option from the confidentiality point of view.
Yes, corporate shareholders are allowed. Corporate directors, too.
A nominee shareholder is an unrelated third party, who is officially registered as the holder of shares in an offshore company. The purpose of the nominee shareholder is to uphold client secrecy by shielding the actual owner of the company from being publicly associated with that particular offshore company. In a nominee shareholder situation, a confidential legal document (a declaration of trust, a deed of transfer, a nominee services agreement or another similar document) would be issued by the nominee and held by the beneficial owner. Such confidential document would evidence the actual state of affairs – namely, that the shares are only held by the nominee for and on behalf of the beneficial owner, and that only the beneficial owner has the right to dispose of those shares and is entitled to all benefits and profits deriving from those shares.
Nominee shareholdings are commonly provided by licensed Registered Agent firms to their client companies as an optional service. In-house nominee shareholders would normally be included under the umbrella license of the Registered Agent firm.
Although BVI legislation still permits existence of bearer shares, they have entirely lost their original meaning. Anonymity of the owner of bearer shares and quick ownership transfer (only by giving over the certificate itself) have been eliminated. Even if You choose to configure your BVI Business Company with bearer shares, you will never see the share certificates! The law requires that all bearer shares must be "immobilized", meaning that the share certificates must remain with a licensed custodian, together with a written indication as to the actual identity and address of the owner of such shares. Likewise, the transfer of the bearer shares will not be valid until identification documents and proof of address of the new owner are delivered to the custodian of the shares.
The initial and annually recurring Government fees are much higher for companies having bearer shares. Finally, most banks in the world would refuse opening account for an offshore company with bearer-shares.
Altogether, bearer shares in practice do not differ much from Registered Shares, yet are substantially more expensive and imply legal and practical encumbrances. For the reasons above, we do not recommend registering the companies with bearer shares.
A nominee director, also known under the more modern name of "third-party director", is a third party, who would be officially registered and acts as a Director of an offshore company. As is common, nominee directors are provided by licensed Registered Agent firms to their client companies as an optional service. In-house directors, being either private individuals or dedicated corporate bodies, operate under the umbrella license of the Registered Agent. Thus, their functions are supervised and regulated by the Financial Services Commission, same as those of the Registered Agent.
The main objective of a having a nominee director is to prevent the general public from knowing that a direct relationship actually exists between the beneficial owner and his offshore company. Employing a nominee director or a nominee manager for an offshore company helps to offset potential implications that the beneficial owner is closely involved in the control and operation of the particular offshore company (the "management and control" concept). So, in essence, the main purpose of the nominee director is to facilitate the confidentiality of the client.
The nominee director may perform various administrative functions which otherwise would have to be performed by somebody directly related to the company. The actual involvement of the nominee Director in the day-to-day matters of the offshore company may vary in accordance with the necessities, wishes and circumstances of the client. Generally, the more involvement is required from the nominee, the more expensive it turns out for the owner of the offshore company. Quite often (but not always), the involvement of the nominee remains, true to the name, nominal. In such case all practical functions of the day-to-day management of the company would be routinely carried out by the client himself, acting as a "representative" of the company on grounds of a power of attorney. For more information on this important topic, please see the Company Management chapter of our site.
In the context of offshore company management, a Power of Attorney (POA) is a legal document, by which the operational rights to represent and bind the offshore company and to act on its behalf are granted to an otherwise unrelated individual. By virtue of having a Power of Attorney such individual becomes a representative of the company. The most common practice in the offshore services industry is the issue of a Power of Attorney by the nominee director (on behalf of an offshore company) to the actual beneficial owner of that company.
In general the Power of Attorney can either have the widest possible scope of representational powers (General POA), or be limited to some particular rights and activities only (Special or Limited POA). A Power of Attorney can convey to its holder such rights as the opening and operation of bank accounts, entering into business contracts, opening and operating branches and subsidiaries, assuming all sorts of liabilites and executing rights on behalf of the particular offshore company. A company may raise one or several Powers of Attorney, with identical or varying scope of operational rights. Thus the operational activities of the same company can be split or shared between several individuals – for instance, by the beneficial owner of the company and his partners or members of family.
When directorship services are provided by BVI local, licensed and regulated service provider (us), only Limited Power of Attorneys are issued. Reason being that Powers to be granted must be limited to the purpose for which they must serve. General Powers of Attorney are not permitted as they grant the attorney in fact powers which are only to be reserved by a director. General Powers of Attorney also allow the issuance of third party powers without our prior consent and approval and under BVI law we are required to all know our clients that is having the adequate due diligence on them. However, our Limited Power of Attorney is wide enough in its scope and allows for the incorporation of most of client needs.
There are alternative options available for the appointment of licensed and regulated directorship services form other jurisdictions.
While the concept and usage of Powers of Attorney is probably the most convenient method of the practical operation of an offshore company by its owner, it has its theoretical risks. It may be argued (by some tax authority, for example), that an individual who routinely uses a General Power of Attorney to conclude contracts and enter into obligations on behalf of an offshore company, IS actually controlling this particular offshore company. As a result of such implication the dealings between such offshore company and, say, a domestic company owned by the same individual, may be disregarded for tax purposes as bogus transactions concluded "at arms length". From this perspective it may be wiser to directly involve the third-party company manager into the conclusion of such sensitive transactions and to actually limit the practical usage of the Power of Attorney only to those transactions which are not subject to potential controversy.
Apostille certification is a fancy name for a bureaucratic procedure by which official documents issued in one country are certified in a uniform way, so that they become formally acceptable in another country. This procedure was established in 1961 under the Hague Convention, and nowadays almost all countries of the world are part to this Convention.
In the Apostille process, the signature of the officer, who has certified the document locally (usually, the Notary) is authenticated by a second-tier certification. A special stamp or sticker, called Apostille, is attached to the document, on top of the Notarial inscription. Contrary to a popular view, the Apostille does not confirm the contents of the document. It merely certifies that the first-tier certifier – the Notary – has been real, and had the appropriate rights and powers to make the underlying certification in the first instance.
Apostille is usually issued by a designated government office, like the Foreign Office or the Supreme Court of the country.
So that You can use them in Your country, or wherever You happen to do business. Documents issued and notarized in one country are generally acceptable only inside that one country. To make an official document legally acceptable abroad, the second-tier certification – the Apostille -must be obtained. Without Apostille there will be little use of the documents of a BVI Business Company, as soon as they are outside the British Virgin Islands.
If you wish to open a bank account or a securities account for your offshore company, to purchase a real estate or any other asset that requires public registration, to establish a branch or a joint venture with your offshore company, or to enter into any similar deal where you would have to present the company documents to an official third party outside the BVI – they will all require that Your documents are certified by Apostille.
A Certificate of Good Standing is an official document, issued by the Registrar of Companies, confirming that a particular company legally exists, has complied with all administrative requirements pertaining to its continued registration and has paid all government dues, and, therefore, is "in good standing" in the Companies Register as of the given date. In its form, the Certificate of Good Standing largely resembles the initial Certificate of Incorporation of the company.
The Certificate of Good Standing (CGS) is used to formally confirm the continued legal existence of an offshore company after some time has already passed since it´s registration. The Certificate of Good Standing confirms that the status of an independent legal entity (a juridical person) has not been revoked or became void for the particular offshore company, that this company has not been merged, filed for dissolution, or been struck-off.
Most commonly banks tend to regularly ask their clients to present a fresh Certificate of Good Standing for their offshore companies, as soon as the companies are one year and older. You may also be asked for a CGS by any other party with whom You happen to do business. A Certificate of Good Standing can be requested and obtained from the Registrar of Companies, as and when required. This is a common service, provided by the Registered Agent. As the Certificate of Good Standing is basically a "snapshot" of the legal health of the company at a given moment in time, ordering of a CGS in advance, without a special need, is rather pointless.
If, over time, the offshore company has not been properly maintained or has not paid its renewal fees, it loses its status of good standing and, ultimately, risks being struck-off by the Registrar. For such companies, it would be impossible to obtain the Certificate of Good Standing until all fees are paid and their status restored – this may be a costly and time consuming process.
Some prudent owners of offshore companies would use to request Certificates of Good Standing for their own companies, as it is a good method of checking if their Registered Agent has done its job and is properly maintaining the company.
Ordering and Pricing
No. All licensed Registered Agents are required by the law to know who their client is. Therefore, the client is not only asked to reveal his name, but also to provide certain documents that will prove his identity and address particulars. This requirement is known under the name of Due Diligence or KYC (Know Your Client) and is applied by all reputable offshore jurisdictions with minimum variations. Therefore a completely anonymous purchase of an offshore company is legally impossible. That being said, all personal information of the client remains only with the Registered Agent, is not filed on any public records. Severe criminal penalties await anyone who illegally discloses such client information to third parties. In addition to which the respective Registered Agent firm will most certainly lose its license. Therefore, we, as Registered Agents, are most inherently interested to keep client information under lock and key.
No. All pre-incorporation and post-incorporation paperwork can be prepared without personal presence of the beneficial owner. According to Business Companies Act, all incorporation documents are actually supposed to be signed and filed by a licensed Registered Agent, so that´s what we would do. The post-incorporation paperwork, which we also prepare in its entirety, contain documents which will enable the client to assume practical control over the new offshore company.
Then again, we are not merely an internet website, but real, "bricks and mortar" Registered Agent firm – so we always welcome clients who prefer to pay us a visit.
No. But for the sake of prudency they have to sign the company formation order and our terms and conditions. The incorporation documents themselves (Memorandum and Articles of Association, First Minutes and Resolutions) would all be signed by the Registered Agent, which is the standard incorporation procedure prescribed by the Business Companies Act.
To register an offshore company, we are required by law to carry out the Due Diligence or Know Your Client (KYC) procedure. All Registered Agents in the BVI as well as other financial services providers are subject to the same requirements.
Generally, we will need the following documents for all the beneficial owners and other (if any) individuals involved with the company in any major capacity - directors, shareholders, signatories:
- Certified copy of passport or other identification document;
- Proof of address which can be a utility bill, a bank statement, a reference letter or other acceptable document less than 3 months old;
- Signed Terms and Conditions and completed and signed Company Order Form (you can start by completing it here);
- Bank Reference or Professional Reference letter;
- Document confirming source of funds for registration of the company and initiation of the intended business.
Please contact us for more details on requirements of the documents to be provided.
In some cases, depending on your business, country of residence, citizenship, or any other conditions, we may ask for additional documents.
For practical reasons these documents can initially be sent electronically (scanned in high resolutions and sent over email), but before the company documents can be sent out, we will need to be in receipt of this paperwork in original form.
A proof of address is any original document where the full name and the residential address of an individual appear together. The best example of the proof of address is a bank statement or a credit card statement, but an utility bill, landline telephone or home security bill is also suitable as a proof of address. For Due Diligence purposes, a proof of address must be in original, and not older than 3 months. The rationale for the proof of address requirement is to have a reasonably accurate information of what is the the real, actual residence address of an individual.
A bank reference is one of the standard documents, used for Due Diligence (KYC) purposes. When opening a new bank account somewhere, like for a new offshore company, the new bank will definitely ask for a bank reference from all individuals involved with the new account, including the beneficial owner of the company. It´s a standard Due Diligence procedure. In some occasions, for our Know Your Client purposes, we will also ask our clients to present a bank reference.
A bank reference is a simple letter from Your existing bank, stating that they have You as a customer for a period of years (preferably, for at least three years) and that Your banking relationship has been normal and satisfactory, without any defaults from Your part. Ideally, the bank reference should also confirm Your address, as per banks´ records – this way the bank reference can also serve as proof of address, so You wont have to furnish a separate proof of address document. A bank reference may also be obtained based on a business account (of a company), if You have signatory rights in that account.
All bankers know what a bank reference is, You just have to ask. Every bank will write its own, slightly different wording – that´s fine. Some banks may also write something to the extent that the reference letter is for information purposes only and does not provide any representations or guarantees on banks´ part – that is also fine.
A bank reference does not have to reveal any confidential information! It does not have to state the account number, the amount of funds on the account, the outstanding mortgage or any other kind of personal financial information! It basically just states that the bank knows You, already for some time, as a decent customer.
The practical rationale of the bank reference, for Due Diligence purposes, is to establish that the particular individual is a regular, economically active member of society, which is proven by the fact that his identity and address can be confirmed by an independent, reputable institution, like a bank.
The preventive purpose of requesting a bank reference is to avoid fraudulent attempts by criminals to register offshore companies in the name of "ghosts", dead persons, or in the name of marginalized, homeless individuals who might just have sold their passport on the street. As all such individuals would probably lack a long-standing banking relationship and would not be able to obtain a current bank reference, this inability would single them out for additional scrutiny and possible rejection.
Only in very general terms, we would need to know what is the intended area of business for Your new IBC. Providing this information is actually to Your benefit, as sometimes we can save You potential troubles in case if the particular business activity turns out to be among the ones requiring special licence. Sometimes we can also suggest a few fine-tune adjustments to Your corporate structure if we know what exactly You need it for. In any case, we absolutely don´t require a business plan, names of Your clients or any other sort of commercially sensitive information.
We are a regulated Registered Agent (Trust company) and under the terms of our license we are bound by strict Know Your Client rules – much like a bank. Therefore, we are just obliged to clearly determine the identities and whereabouts of all our clients. As indicated before, this information remains in strict secrecy, on our internal file only.
The incorporation of a BVI Business Company normally takes between 3 and 6 business days. Additional certification (Notary and Apostille) may take another 2 to 4 business days, depending on the actual workload of the relevant certification and Government offices. So, usually about two weeks until completion. Before sending out the finalized company documents we will need to be in receipt of the payment and the original Due Diligence documents. Delays with any of these will accordingly delay the receipt of company documents.
Payment for our services can be made either by a bank wire transfer to our account, or by a credit card. Unfortunately we do not accept payment through any of the e-money systems (Paypal, Moneybookers and similar.)
Generally – no refunds once the company formation order has been received and put in motion. This is in part because a large portion of the fees are paid to the Government - and they don´t provide any refunds. Neither can we.
No. There is no way we can make sure the company has not been involved in any dealings or obligations. We absolutely can not buy back or re-sell any companies, once they have been transferred onto a client. However, You may re-sell the offshore company privately, to anyone who trusts You enough to buy it. In such case we will gladly help with whatever changes are necessary to formally complete the transfer of ownership.
Yes, a few. We will generally refuse to register an offshore company for businesses intending to operate multi-level marketing schemes or raise funds from general public without being properly licensed and managed, or in any other way attempt to circumvent the usual licensing requirements in regulated areas like securities trading, insurance and banking - this may also include versions of "electronic money" services. We will not provide our services to companies trading in weapons or military technology nor any kinds of adult services. In most we will not become involved in registration of politic and social organizations, non-profit organizations and charities. In general, we may resign and refuse any further services, at any time, if it appears that our client has not been truthful with us and has intentionally and grossly misinformed us on their intended area of business operation and if this business appears to be bordering on legality.
Not in the British Virgin Islands, which is not a suitable tax haven jurisdiction for any online or offline gaming business.
Yes, certainly. Just like for the offshore company registrations, the BVI is one of the most popular offshore jurisdictions also for offshore mutual fund registrations. These are regulated and licensed under the Securities and Investment Business Act, 2010 and a number of Regulations and Guides.
The BVI provides five different types of regulated funds suitable for all needs and purposes so anyone can choose to apply for the most appropriate one:
- Incubator fund for start-up investment managers who wish to gain track record. The law specifies limited number of investors, fixed amount of minimum investment, limited total net assets, limited duration before it is required to apply for a fund license. At the same time, it is quick and easy to establish, fast approval process, low costs, light regulations (no functionaries, no audits required).
- Approved fund for the managers who wish to offer long-term operation for a limited number of investors on basis of a private offering (usually family, close friends or associates). It is rather similar to a private fund, but much less costly and with much lighter regulations. It has unlimited duration term, but the law states limited number of investors and total net assets.
- Private fund for private offerings only. The law states the limit of total number of investors, which however can be exceeded provided that the subscription invitations are made strictly on private basis. Invitation to a great number of persons is not considered “private” and public fund license must be sought. Private fund is subject to all fund rules and regulations including appointment of the functionaries and provision of audited financial statements.
- Professional fund for offerings to explicitly defined professional investors with fixed minimum investment amount requirements.
- Public Fund for offerings to unlimited number of potential investors of general public (retail investors). There are no requirements for the investors to correspond to any specific description such as in case of private or professional funds, nor is there a requirement for minimum amount to be invested. Since this type of funds involve the highest risk for the society, they are subject to more stringent regulations and more thorough examination in the license application process.
If you intend to register an investment fund in the BVI, we will gladly assist you. We will register a company to become the fund, we will provide you all the forms and help you with their completion, we will explain you all the requirements regarding the documents to be provided and we will guide you in the document preparation. We will guide you through all the application process step-by-step. Nevertheless, please be advised that considerable amount of information will have to be provided and work will have to be done from your side. The potential success of the application largely depends on the character, previous experience and business background of the fund license candidate as well as detailed particulars and forecasts of the intended business. We do not and we cannot know such information that refers personally to you and your team as well as the particulars of your intended business, therefore only with your active collaboration in the application process the license or approval can be achieved.
You can read more about the benefits of registering your fund in the BVI, the process and the services that we offer to the funds in the section of BVI Mutual Fund registration.
Shelf companies, also known as ready-made companies, are offshore companies that have already been registered by the Registered Agent and are awaiting "on the shelf" until they are transferred to an interested client. The main purpose of ready-made company is to save time that would usually be spent on going through the full registration process of a new registration.
Another reason for purchasing a shelf company is the occasional necessity for an offshore company that has already been in legal existence for some time – for formalizing an existing de-facto deal, or for purely having a company that already has some age. A variation of this option is the so-called "vintage" or "aged" company. A vintage company may have been held one or more years "on the shelf" before sale. A purchase of a vintage company is justified when there is a genuine necessity to show that the company has actually been in legal existence for an extended period of time.
While a regular shelf company would usually cost the same as new incorporation, a vintage company will always be substantially more expensive – because the government fees, registered office and registered agent fees for all the previous years since registration would have to be covered on top of the regular incorporation and document preparation fees.
Shelf companies are guaranteed by the Registered Agent to have no "history" whatsoever – they have been completely dormant since incorporation, with documents never leaving the Registered Agents´ office. To this extent, written guarantees can always be provided by the Registered Agent, if required.
Yes. It will just be more expensive, because change of name for any existing offshore company would be a separate administrative procedure, and will involve additional government and professional fees. Registrars of Companies in some offshore jurisdictions are actually somewhat discouraging and slow about name changes, but this is not the case in the BVI.
Yes. It"s called Continuation. The BVI Business Companies Act allows foreign companies which are registered and in good standing in a foreign country, to be transferred into and become registered in the British Virgin Islands – provided, however, that such continuation is allowed under the laws of their country of origin. Most countries have such provisions – but not all. The continuation procedure in itself largely reflects a standard registration process for a new offshore company. The primary difference is that several additional documents must be presented to the Registrar to confirm the legal existence, good standing and proper resolution of the foreign company to be continued in the BVI. The end result of continuation is the transformation of the foreign company into a BVI Business Company.
Ownership and Control of my Offshore Company
Yes. This can be done by sending a written request to the current Registered Agent, asking him to resign and pass the administration of Your offshore company to another licensed Registered Agent. Normally such requests will be honoured without question. The BVI Business Companies Act actually provides for a procedure whereby a transfer of a company to another Registered Agent can be completed without obtaining a formal release from the previous Agent.
Although legally the change of Registered Agent is fairly straightforward, clients acting in bad faith (for instance, trying to avoid the payment of accepted and past-due company renewal fees) may encounter difficulties. Quite simply, they may find that no other Registered Agent is willing to accept the administration of such company.
Yes, absolutely. The formal procedure for doing so will depend on the structure of the particular offshore company - how many directors, how many shareholders, any specific formal quorum requirements, etc. In reality, for purposes of offshore company management as such is performed by a Registered Agent on behalf of a client, the change of director of a company can and will be effected if expressly requested by the beneficial owner(s) of the firm. Certainly, in the case when we do not provide third-party director and nominee shareholding services, and all those positions are filled by clients' appointees, then we can only advise on the necessary formalities and paperwork, but the execution of such resolutions would in this case remain to be done by the client.
A shareholder is a person (individual or corporate), in whose name shares in a particular offshore company are registered. So, it basically is what the name suggests – the "holder" of shares. However, in some situations the shareholder may hold shares for the benefit and on behalf of another person. Such shareholder would be called "nominee shareholder". In such instance, the other person – who would accordingly be the real owner of the shares – is the beneficial owner. In other words, the beneficial owner is the person who is the real, de-facto owner of the shares, entitled to all gains, profits and benefits accruing to such shares. The beneficial owner would also be the one who decides on eventual sale or disposition of shares. So, not all beneficial owners are shareholders and not all shareholders are beneficial owners – while, certainly, it is also possible that both are the same person.
A director can sign, based on the executive powers granted to him by the Articles of Incorporation of the company. In case if this position is filled by the beneficial owner himself, or by his appointee, this signatory right is apparently unconditional. If the director is in fact a third-party director, then he would only sign if express instructions or authorizations to do so are issued by the beneficial owner. Under no circumstances would a nominee director be entitled to sign without such instructions, as it would be contrary to his mandate and the Terms and Conditions of our business with the client.
Finally, a person who is holding a valid Power of Attorney can sign on behalf of the company, within the limitations contained in the scope of that Power of Attorney. It is quite common that the beneficial owners or their appointees execute signatory powers on behalf of an offshore company through the rights granted by a Power of Attorney.
They always have the control! Whether they also have a direct signatory right, depends on the structuring of the company. The owners of the company may have direct signatory right in the following cases: (A) if they are also appointed directors or officers (not too confidential); (B) if a Power of Attorney or a Special Resolution entitling them to signatory powers is issued by the offshore company. In case B, the owners can request such rights be assigned at any time.
Will depend on the actual configuration of the company. If You are directly issued the shares in the company (without referring to nominee shareholder service), then Share Certificate(s) is Your proof of ownership. If nominee shareholder is involved, then Your proof of beneficial ownership is confirmed by a different legal document, which can be a declaration of trust, a deed of transfer, a nominee services agreement, a beneficial owner declaration – regardless of the name, such document, signed by the nominee, would indicate in absolute certainty that You are the real owner of the company.
A declaration of trust in the context of an offshore company is a written undertaking by the nominee shareholder to the beneficial owner (You) to hold shares on Your behalf in the capacity of a nominee, or trustee. Such document would clearly state You as the real owner, and would also reiterate, that the nominee cannot transfer, deal with or dispose the shares otherwise, than under express written instructions of the beneficial owner. It would also state that all rights, dividends, profits and other benefits potentially deriving from such shares belong to the beneficial owner, and not to the nominee.
Apart from the trust declarations from the nominee shareholder, You can get a similar undertaking from the nominee director. As an alternative, the nominee director can issue an undated resignation letter, which can be executed by the client at any time, thus removing the director from office with immediate or past effect. Finally, if specifically required by the circumstances, a detailed and specific Company Management Services contract may be drafted and concluded between You and the Registered Agent firm (who would also represent all nominees involved).
Well, we are not in the business of stealing money and blackmailing. As a licensed Registered Agent firm we are monitored and regulated by the Financial Services Commission, which is quite a resourceful BVI Government institution. Any dissatisfied client with a valid claim can directly complain to the Financial Services Commission, in which case we will lose our license and go out of business, in a snap. In addition, we also hold a professional liability insurance coverage. In fact, You might ask this same question the next time You go to Your bank – Your bankers will probably be at loss of words, too.
On a more practical side, an offshore company can be set up in a way that neither the Registered Agent nor any associate or nominee related to the Registered Agent have direct access to company funds and accounts, or even knowledge as to where they are located. Such setup would demand the involvement of the beneficial owner in a sole signatory capacity - which is not the best option for tax optimization purposes - but in this case even a theoretical possibility of embezzlement by any third party is practically eliminated.
Anyone can access the publicly available information of the companies: the company name, registration date, registration number, Register of Directors, Registered Office address and the name of the Registered Agent. There is an option, available to any BVI Business Company, that – only if it wants – it can submit its Register of Shareholders to public file as well. If this has been done, then the information on shareholders would also be publicly available. However, this latter filing is an option, and would only have been done under express instructions from the beneficial owner(s) of the company.
Since recently, the BVI Registry also requires the identities and addresses of the beneficial owners of all companies to be filed. This information is on file, but it’s not publicly available under any circumstances.
Only in very specific cases this confidential information can be provided to domestic and foreign law-enforcement agencies. Such information can and will be provided by the BVI under very strict formalities prescribed by the relevant bi-lateral or multi-lateral international information exchange agreements, to those foreign governments which have negotiated and concluded such agreements with the British Virgin Islands. This procedure is quite efficient and is routinely used in criminal investigation cases, which certainly includes investigations of money laundering, terrorist financing, corruption, financial crime and any other criminal wrongdoing in general. In itself, this is a clear deterrent against even attempting to use an international business company for any criminal or malicious purpose, as opposed to use it for genuine international trade and services.
Offshore Bank Accounts
No. A BVI Business Company may open the bank account, or even several accounts, wherever the owner wishes. There is absolutely no requirement for a BVI company to bank in the British Virgin Islands.
Furthermore, the particular banks that the BVI can offer to its offshore companies will most likely not be suitable for most of the offshore companies due to their requirements and the range of services they offer.
Nowadays in the globalized world the exact location of a bank is less important than the choice of the bank itself. When choosing a bank, a number of questions should be considered. What are the services available at the particular bank? What are the costs? Will your company be able to maintain the minimum required balance or satisfy any other financial requirements for the account? What are the client acceptance prerequisites at the bank? Are there any requirements of the bank that may prevent your company from becoming its client? Is the bank in Your time zone or the time zone of your clients to be able to contact it at the time you need? Do they speak Your language? What is the quality of work ethics in the particular bank or in the jurisdiction of the bank in general as this may result in good service, quick and accurate work or, on the contrary, delays, mistakes and poor attitude.
All in all, there is no single answer as to the most appropriate location of an offshore bank account – it is always a compromise between your financial abilities, convenience and reliability.
No. While the registration of an offshore company is a fairly straightforward process, opening of a bank account, even for the same freshly registered IBC, is different. Here, the success does not depends on the legal status and structure of the company, but on it´s owner itself, and his business. Before registration of the company, or even after it, before the bank application is submitted, we can not guarantee the success of a bank account opening.
The offshore bank account introduction is a professional service, in the course of which we, as an "approved intermediary" do the following things. After evaluating Your needs and background, we first suggest which could be the most appropriate bank to approach. We introduce You to the bank, provide You with all account application forms and "hold Your hand" during the completion of these forms. During the process, we would usually provide some advice as to the best possible ways of preparing the bank application, including a few suggestions on how to prepare the Due Diligence documentation in the most appropriate way. We also prepare a pack of the documents of your company properly certified as per requirements of the bank. We would then review the file and forward it to the bank. In most cases, the account opening can be completed by mail, without personal presence of the client. (There are exceptions, though!)
So, during the whole bank introduction process we spend quite a lot of our time, and also some money on document legalization, mail and communications, to assist You with the account application. Additionally, seldom the bank account opening is a quick and smooth operation. More often it is a laborious, time-consuming and even frustrating procedure. In fact, the time spent by a qualified member of staff on any particular offshore bank account opening much exceeds the time spent on a new company formation. Therefore, it is quite logical that this service involves a fee. Although the offshore bank account opening using our introduction service is not guaranteed as the banks may reject the clients for any personal or business details of the client at their own discretion, it substantially increases the chances of a positive result.
A bank introduction service, however, is optional, and clients are by no means precluded from approaching any offshore banking connections already known to them.
Generally - no. The bank account introduction fee does not guarantee a successful opening of the offshore bank account.
The success of an offshore bank account opening primarily depends on the particulars of the beneficial owner and his actual business background. This rests with the information provided by the client himself, not by us. In essence, the bank will attempt to determine how '"safe" and "valuable" the potential client is for the bank, is it worth having as a client or is it only going to be trouble? On these considerations, banks do sometimes reject new clients. Prior to bank introduction, the best we can do is provide an "educated guess" to the client, estimating the potential success or failure from similar earlier applications. But the end decision will also rest with the bankers!
Yes, some banks do have such requirement. However, in most cases, the account opening procedure can still be completed by sending the documents over the mail. Note, however, that a personal appearance of the beneficial owner in the offshore bank greatly increases the chances for a successful bank account opening! This is because banks are bound by strict Know Your Client rules, too, and a personal appearance of a new client ticks off a very important box in their book of regulations.
The time actually starts ticking after the completed application file, which includes quite a lot of documents and information from the beneficial owner, has reached the bank. We can not really influence the time taken by the client to fill the forms and to obtain the few due diligence documents. From the moment the file is with the bank, it can be from a couple of days to a couple of months until the bank comes up with a letter of acceptance – or, sometimes, rejection. In some cases the bankers would ask for some clarifications or additional documents from the new client. Then, obviously, the timer would stop until such information or document is furnished. All in all, it is practically impossible to determine an exact timeframe. We would certainly share our previous experience with any particular bank, and sometimes this information gives something to go by.
The BVI law states that the Company Director is fully responsible for all the company affairs and company finance. The Director can be held liable for mismanagement of the company funds as well as for international crimes which are subject to harsh penalties including imprisonment. For this reason, when we are to provide the Director to an offshore company, we will need to be aware of the arrangements and transactions of the company in order to act as a competent and prudent Director as well as preserve our own liability.
The Director will have joint signatory or sole signatory rights with all the bank accounts of the offshore company. The relationship between the beneficial owner and the professional director is regulated by the standard Terms & Conditions of business and, if necessary, by a more specific client-manager agreement. Such agreement could determine, in particular the method of passing any instructions and information from the client to the manager and the fact that the account signatory shall never act on his own accord without express consent by the beneficial owner. As all the instructions to the Director come exclusively from you and the Director will stay passive in the absence of such instructions, you are actually the exclusive person controlling the account.
Actual access to the company accounts can also be granted and you can have joint account signatory rights along with the Director. Some more limited tasks can be assigned to you by a Limited Power of Attorney. Nevertheless, the Power of Attorney and access to the accounts should be used with care as they create risk of tax liability in your own country of residence. You can read more about this risk in our Company Management section.
An account signatory is an individual who has been granted signatory rights in a bank account by a company mandate (a special Resolution, signed by the company director and secretary, resolving to open a bank account and to appoint particular individuals as account signatories). An account signatory may, therefore, "sign" on the account - which means, execute payments, sign cheques and otherwise dispose with the money on the account. An account signatory may enjoy either a single signatory right, or a joint signatory right with someone else. In the latter case, only two signatures are good to do a transaction. In principle, the various options of how to configure signatory rights on a given account are practically endless.
For any regular company, the most logical and obvious option is that the director is also the account signatory. However, any person can serve as the account signatory - even if such person is not formally related to the company. For instance, the beneficial owner of an offshore company, even if he is not formally registered as director or shareholder of the company, may also be appointed as account signatory - either singly, or alongside a director. For offshore company management purposes, licensed company managers, who are obviously not the actual owners of the funds (beneficial owner is!), would routinely act as account signatories for and on behalf of their client - the beneficial owner. In such case, the actions of the account signatories would be determined not only by their bank mandate , but primarily by their client-manager relationship with the beneficial owner. In other words, such appointed account signatories would in fact only be allowed to execute any banking operations if expressly required by the beneficial owner, and not on their own accord.
No, it is impossible. For any account opening, there are always forms that require exclusively the signature of the beneficial owner of the company. Our nominee director, nominee shareholder and bank account signatory services may substantially reduce the number of documents that you have to sign for the account application, however, we are not able in any way to sign the documents that must be signed by the beneficial owner.
Furthermore, not only will you have to sign the bank forms for the account opening, but you will also need to provide various documents and considerable amount of information from your side to complete the bank account application.
All banks are required by laws to ascertain who are the ultimate beneficial owners of each offshore company and to carry out Due Diligence/KYC procedure for each of them. It includes collecting the identification documents, proof of address, bank reference or other documents subject to the KYC specifications of each bank.
Company business description is another item of great importance in the account application process. It is one of the first things that the banks view and consider when deciding on the acceptability of the client. We do not and we cannot know the business particulars of your company therefore we cannot contrive this part of application without your participation. And, the more thorough your participation is, the better chances of account opening.
The standard set of documentation of Your BVI Business Company (if properly certified by notary and legalised by apostille) will correspond to the formal requirements of most banks, as far as the internal structure and set-up of the company itself is concerned. However, as indicated above, in order to open a bank account for an offshore company, the most important aspect is that of the actual owners and controllers of the company, their background and their proposed business details.
Many beneficial owners would operate their offshore companies closely by themselves and would open their bank accounts independently, with bankers that they may already be familiar with. Going this way is perfectly acceptable.
We would only offer bank account introduction service to client companies, which are either registered and administered by us, or by our affiliates within the Fidelity Corporate Services group.
Some banks do offer personal bank accounts, and in some occasions such service can be arranged.
Yes, practically all offshore banks do credit, debit or pre-paid cards.
Two banking information exchange regulations are in force in most of the countries in the world, including the BVI – FATCA that refers to the beneficial owners from the USA and CRS referring to the residents of the countries that have committed to this system. According to these regulations, the banking information is passed to the respective Tax Authority of the country of residence of each beneficial owner. These regulations do not affect the persons residing in the countries that are not part of the respective Agreements, however, such countries are few and become less every year.
Annual Maintenance of Offshore Companies
The annual renewal fees are the annually recurring government and professional fees that You would pay in order to continue and maintain Your offshore company in good legal standing as per the laws of the state of registration, for as long as the company continues operations. In a way, You can compare these fees to taxes and the administrative overhead, only in the case of an offshore company the figures would probably be much less.
Generally, the annual renewal fees consist of two parts: (A) mandatory fees, which cover the absolute minimum necessary to maintain the company in good standing, and (B) optional fees, for services that enhance and improve the offshore company, but are not compulsory. Usually, the scope of the optional fees depends on the exact configuration of the offshore company, as it was done at or following the incorporation.
The mandatory fees always include (a) Government fee, (b) Registered Office and Registered Agent fee, (c) compliance fee, (d) economic substance reporting fee.
The Government fee is essentially a fixed amount of state duty that all offshore companies are supposed to pay in lieu of tax. Regardless of the name it´s called (franchise tax, exempt duty, registration fee or otherwise), it is quite simply a fixed fee levied by the Government for the privilege of being incorporated "under the flag" of the particular tax haven country.
The Registered Office and Registered Agent fee is a professional fee, which basically employs the Registered Agent as the official intermediary between the owners of the company and the Government, pays for the usage of the Agents office address as the legal address of the offshore company and covers the minimum custodial and administrative services necessary to comply with the requirements of the Companies Act. As the law requires that in order to be in good standing every offshore company must have a Registered Office and a Registered Agent, this service is mandatory.
BVI law requires that the Registered Agents perform Know Your Customer (KYC) procedure upon the company registration, and keep checking and updating these files constantly thereafter. Verifying a pile of documents regularly, reminding the clients when any document is about to expire as well as collecting and verifying the new documents provided instead of the expired ones take considerable time of our staff. Therefore, once a year the Compliance fee is applied to compensate these tasks.
The BVI Economic Substance (Companies and Limited Partnerships) Act requires all BVI entities to prepare, report and file economic substance declaration about their business annually. For companies not conducting a relevant activity only a fully completed dated and signed ESA Declaration form to us via email annually for Boss filing within 6 months of the Company’s financial year end. Companies conducting business activities within the scope of Relevant Activities, in addition to the ESA Declaration form, must demonstrate a degree of economic substance within the British Virgin Islands.
Therefore a fee for processing and filing Economic Substance Declaration is applied to all BVI entities on a yearly bases.
The optional fees would be payable for offshore company management services, like (a) third-party directorship services; (b) nominee shareholders; (c) third-party account signatory services; (d) mail and fax forwarding, document remailing and call handling, also known as "virtual office" services; (e) miscellaneous secretarial, legal and administrative services, billed either on fixed-fee basis or according to time-spent.
The annual renewal fees are invoiced once a year. They are payable in advance, for the next year. All the companies registered from January to June must pay the annual fees by the end of May every year starting from the next year after the registration, and the companies registered from July to December must pay the annual fees by the end of November every year starting from the next year after the registration. For the companies with more complicated arrangements there may be specific fees that are billed on time-spent basis. These may be invoiced post factum, either monthly or quarterly.
If the payment is not timely made, Government penalty fees will apply. Such penalty fees will increase depending on the time the company has not paid for. After not paying the renewal fees and/or the respective penalty fees for late renewal, the company will be struck off the Register. Once the company is struck off the Register, the company cannot legally operate – it cannot do any business, sign any contracts, operate with its assets, start or defend any legal proceedings. At the same time, the company keeps incurring liabilities and its creditors can make claims and even attain judgment execution. The only thing the company can do while being struck off is to apply for the restoration to the Register however this involves pretty high costs.
You do use them. Apart from lending his office address to be used as the legal address of Your company, the Registered Agent is also legally responsible for safe custody and update of a range of documents – namely, the memorandum and articles of the company, the register of members or a copy thereof, the register of directors or a copy thereof, copies of all notices and other documents filed by the company in the previous ten years. Furthermore, unless the directors of the company have decided otherwise, the Registered Agent is also the custodian for all minutes of meetings and resolutions of shareholders, and all minutes of meetings and resolutions of the directors. In particular it is the duty of the Registered Agent to keep these documents up-to-date and available for inspection by company directors, shareholders and owners. Finally, the Registered Agent acts as the official intermediary between the offshore company and the Government, in particular what concerns timely payment of the government renewal fees and filing of administrative returns (as the case may be). All in all, the Registered Agent has a scope of important legal and practical functions, for which, accordingly, an annual fee is to be paid by the offshore company.
Non-payment of annual renewal fees will make the offshore company lose its status of good standing, the company will also incur severe late penalties and legal consequences.
Late payment of the Government duties in the British Virgin Islands will result in a 10% penalty fee if the payment is up to 2 months´ late, and 50% late penalty fee, if the payment is over 2 months´ late. At any time after the due-date of the Government fees, the Registrar of Companies is entitled to strike-off the company from the Registry for non-payment of fees, after giving the Company a 30-day notice.
A Company, which is struck-off the Registrar shall remain liable to any due and unpaid fees. Such company also remains liable to all its obligations and debts, and any creditor may legally raise a claim against a struck-off company for debts and pursue the collection of those debts through litigation. A struck-off company may not legally continue to trade or enter into any new transactions whatsoever, and its directors, shareholders, managers and owners may not enter into any transactions with the assets of the Company. If they do, they are personally liable for any debts, obligations or legal consequences resulting from such transactions. If the company is operated by appointed third-party managers for and on behalf of a beneficial owner and under his instructions, the personal liability will also extend to the beneficial owner. Essentially, striking-off a BVI Business Company means that all its assets and funds are legally frozen until the Company is restored in good standing - or until it´s legally dissolved.
It is possible to restore a company after it has been struck-off the Registrar, but substantial government fees will apply depending on the number of days passed after strike-off. These will be in addition to all past-due renewal fees and penalties thereof.
The proper procedure for discontinuation of a BVI Business Company is a voluntary liquidation. It is a fairly straightforward procedure, which involves preparing and filing a declaration of solvency, producing a statement of assets and liabilities, appointing a liquidator, publishing announcements in local press, adopting several resolutions and filing a range of documents with the Registrar. Most of this procedure can be performed by the Registered Agent, while certainly some client involvement is required. The end result of a voluntary liquidation is the issue of a certificate of dissolution by the Registrar of Companies. After a voluntary liquidation is properly completed, there is no more recourse for any creditors against the company, neither there is any deferred or potential liability for the directors, shareholders and owners of the offshore company.
How to Register?
From company order, name check and reservation, documentary requirements guidelines, feedback and timing. Step by step guide how new BVI offshore company registration is done.