Enregistrer une société aux BVI

The British Virgin Islands (BVI) is a premier destination for offshore company formation. Located in the Caribbean Sea, east of Puerto Rico, BVI offers businesses a strategic gateway to South America, thanks to its close ties with the US Virgin Islands and Puerto Rico. Renowned as one of the world’s leading offshore financial centers, BVI is also the second-largest domicile globally for offshore investment fund formation.

However, BVI offshore companies are restricted from the following activities:

1. Conducting business within the BVI territory.
2. Owning real estate in the British Virgin Islands.
3. Engaging in banking or trust business.
4. Participating in insurance or reinsurance activities.
5. Operating as a Registrar of Companies.

Explore the benefits of incorporating in the BVI for your global business needs.

Key Features of a BVI Company with Fionza Consulting

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Tax Benefits
BVI Business Companies (BCs) enjoy tax exemption on income generated outside of the British Virgin Islands.

Company Members
A BVI company requires at least one director and one shareholder, which can be an individual or a corporation. Additionally, there must be one ultimate beneficial owner, who must be a natural person.

Registered Agent and Local Address
A registered agent and a local address are mandatory to ensure compliance with BVI company law.

Ongoing Compliance
BVI companies must renew their registration before the anniversary date and file an Economic Substance declaration annually.

Privacy of Information
Company member details are not disclosed to the public, ensuring privacy.

Share Capital
There is no minimum share capital requirement for BVI companies.

BVI Company Incorporation: Due Diligence Requirements

Ensure a smooth and speedy approval process by preparing the necessary due diligence documents in advance. Here’s what you need to get started:

• Scanned copies of notarized passports for all company members.
• Scanned copies of notarized address proofs for all members.
• Email addresses and phone numbers of all members.
• Source of funds for all members (a résumé is sufficient).
• A concise business description (20-30 words) including your company website, products or services, sector, and major operating countries.

BVI Company Formation Requirements

Nom de l'entreprise
When forming a BVI company, the name must include “Limited,” “Corporation,” “Incorporated,” “Societe Anonyme,” or abbreviations like “Ltd,” “Corp,” “Inc,” or “SA.” Words like “Bank,” “Credit,” “Insurance,” or “The Fund” are prohibited. Companies may register a Chinese name, but it must be consistent with the English translation.

Registered Capital
BVI companies have no minimum registered capital requirement. Shares must be issued at no less than their nominal value and can be fully paid in cash or other forms. Shares can also be issued with a premium or surplus.

Share Certificate Book
Two directors or officers must sign BVI company shares. Alternatively, shares may be issued with a seal stamp if there are no signatures.

Shareholders
A minimum of one shareholder is required. Shareholding details must be recorded in the register of shareholders, but this information is not publicly accessible unless the company files it with the BVI Registrar. Beneficiaries are not required to disclose their identities to BVI government agencies.

Annual General Meeting (AGM)
BVI companies are not legally required to hold an AGM. Shareholders’ meetings can be conducted electronically from any location. Shareholders with over 50% voting shares can request a meeting, and those with 90% may waive the right to notice. Resolutions can be passed in writing as an alternative to an AGM.

Directors
A BVI company requires at least one director, who can be an individual or a corporate entity. The Register of Directors must be kept at the registered address in the BVI but is not required to be filed with the Registrar. Directors’ meetings can be held globally and electronically. Meeting minutes must be recorded, but they do not need to be kept in the BVI.

Registered Agent
Every BVI company must have a registered agent, approved under the Company Management Act of 1990. The agent is responsible for government fees, registration, and document submissions. The agent must maintain copies of the Register of Directors and Members at the company’s registered office. The agent’s name must be clearly stated in the company’s charter.

Company Seal
A BVI company may have a seal with its name engraved, which must be kept at the registered address.

Adresse du siège social
Each BVI company must have a registered address in the British Virgin Islands, typically the address of the registered agent. This address must be included in the company charter and made available for public inspection.

Essential Company Documents for BVI Incorporation

A BVI company must maintain the following statutory records and documents:

1. Charter
2. Certificate of Incorporation
3. Minute books for directors’ and shareholders’ meetings
4. Register of Directors
5. Register of Members
6. Register of Mortgages

Company’s Books
BVI companies must keep accounting records and books, but there’s no requirement to store these in the British Virgin Islands. Additionally, there’s no legal obligation to submit these records or audit documents to BVI authorities.

Corporate Taxation
BVI companies conducting business outside the British Virgin Islands are not subject to BVI tax returns but must comply with tax regulations in their operational jurisdictions.

Transfer of Shares
Shares in a BVI company can be transferred through a board resolution. The transfer instrument should include the transferor’s details along with the transferee’s name and address.

Annual License Fees
BVI companies must pay annual government license fees, agency fees, registration fees, and address fees. The payment deadline depends on the company’s formation date:

• First Half of the Year Formation:Fees are due by May 31st of the following year.
• Second Half of the Year Formation:Fees are due by November 30th of the following year.

Failure to pay these fees on time can result in the company being struck off the Registrar of Companies.