Incorporation

For all entities under its administration, ABM ensures compliance with all statutory and other legal requirements to maintain client entities in good standing. This service includes:

• Incorporation of BVI Companies and Limited Partnerships
• Maintaining company’s share registers, director registers and officer registers
• Maintaining minutes, books and other records and all other required details
• Preparing resolutions, minutes and other corporate documentation
• Preparing documents and attending to the necessary filing with the Registry of Corporate Affairs with respect to :
  1. Name Changes, Amendments to Memorandum and Articles of Association.
  2. Changes in shareholders, directors or officers.
  3. Variations in authorised capital.
  4. Drafting and Registration of Charges or their release
  5. As well as more routine company secretarial procedures.
  6. Special structured Memorandum and Articles

Companies

The standard B.V.I. company has 50,000 shares of either par or no par value each. Any stated currency can be used. BVI companies can have a greater number or even an unlimited number of shares. The Registry charge rises substantially. Shares may have different classes or series.

Limited Partnerships (L.P’S)

The BVI statutory Limited Partnership can be a very useful tool. It must have a general partner. Normally a BVI company is used to limit liability. Limited Partners are liable only up to the value taken. L.P’s can be with or without legal personality.

Due Diligence

Due Diligence must be given to the Registered Agent. In essence it would be a Government issued ID with photograph and proof of address from a utility account or other reliable means. A reference letter may be requested. The ID must be current.

Steps for BVI company set up

• We, as Registered Agent, Reserve a unique name chosen for the newly created BVI company with the BVI Registrar of Companies on behalf of the Company founders.
• Prepare the company documents, including the Memorandum and Articles of Association, so as to comply with the BVI Companies Act.
• Submit the documents to the BVI Registrar of Companies.
• Maintain the Registered Office in the British Virgin Islands and the statutory Registers.
• Proceed with any other instructions given.

British Virgin Islands company names

For a BVI offshore incorporation, registering under a name that is either identical or very similar to the name of an existing BVI company is not allowed. Such a name would likely confuse or mislead.

As a result, a name-reservation system is maintained in which a reserved name would be considered as an already existing name.

A BVI incorporation company name may not be registered under a name with a “restricted” word or phrase without obtaining the prior written consent of the BVI Financial Services Commission.

These words are, among others, Trust, Royal, Municipal, Imperial, Cooperative, Chartered, Chamber of Commerce, Building Society, Bank, Assurance or any word that is conveying similar meaning.

Name-endings for BVI company incorporation

The list of company suffixes for a BVI company are:

• A limited company shall end their name with the wording Sociedad Anonima, Societe Anonyme, Incorporated, Corporation or Limited, the abbreviations S.A., Inc, Corp, Ltd, (Ltd. is the most popular).
• An unlimited company shall end its name with the word “Unlimited” or the abbreviation “Unltd”.
• A restricted purposes company shall end their name with the phrase “(SPV) Limited” or the phrase “(SPV) Ltd”.

Structure of BVI company

• There is a minimum requirement of, one shareholder, and one director for a BVI company. The same person can take up both roles.
• In a BVI company, there is no need to appoint any operating officers apart from the director.
• The shareholders, directors, and officers of a BVI offshore company may be individuals or corporations from any nationality.
• A BVI company doesn’t need the shareholder or director meetings to be held in the British Virgin Islands.
• A BVI company requires no annual general meetings and no audit.

Accounting records keeping

The BVI company must keep records showing and explaining its transactions at any time. It must be able to ensure the determination of the financial position of BVI offshore incorporation with a reasonable level of accuracy at all times.

In addition to the existing record-keeping obligations, effective January 1, 2023, all BVI companies must file financial year end accounts with their Registered Agent, and it must be done within 9 months of financial year end.

We are able to assist and draft accounts with an associated company with the necessary skills.

Annual renewal fees

A BVI company must pay the renewal fees every year after its incorporation. We will attend to invoicing. Annual Rates for Company renewal at the Registry are our agreed or usual fee plus:

• For a company with up to 50,000 shares with or without par value, $550.
• For a company with more than 50,000 shares, with or without par value, $1,350.