An Analysis Of BVI Corporate Law

By Kevin Wagner


The law is an integral part of society that provides a pendulum for acceptable behavior in both corporate and individual life. While a country may have its own distinct set of laws, some elements of it are applicable on a global scale. The British Virgin Islands has a unique legislation, dabbed the BVI corporate law 2004, that underwent amendment in 2015 and gives guidelines on the operations of companies.

The first major point of observation is the fact that the law allows the registration of a wide variety of companies. This is an aspect that the government uses as an incentive to make more businesses set up shop locally. Limited liability corporations are by far the most common in the land. The others are companies that are limited by guarantee and unlimited companies.

All individuals who wish to register their companies in the territory must do so through the Financial Services Commission. This is the sole body mandated to issue registration certificates. Besides registration, the commission is also tasked with the regulation and supervision of all local financial services.

Registering a corporation is often a straightforward activity in most nations, but things are slightly different in the BVI. The government requires registration to be conducted by licensed agents. There are restrictions on it being done by ordinary people.

Before getting a certificate of incorporation, there are a number of steps that one ought to follow. The first one is choosing a company name. According to the act, all names must be unique and bear no resemblance whatsoever to companies that are already registered.

A memorandum of association must then be drafted. This document highlights all the information about the entity. In its entirety, it can be thought of as the company constitution. It stipulates the regulations within the company, the company name and details about its ownership.

A physical location is another mandatory requirement. Every company must also station a licensed agent in its office. Directors must also be elected and the list made available to all stakeholders. Companies that flout these laws are usually punished by deregistration and revocation of their incorporation certificates.

There are several additional things that licensed corporations must do annually. They must present their registers, audit reports, accounting records, license fees, financial statements and details of their shareholder meetings. Licensing fees can either be paid before end of May or November, depending on when the concerned companies were incorporated.

The primary reason why many corporations prefer the BVI to other countries is the tax friendly laws in place. The government does not levy taxes on capital gains. Furthermore, it does not levy VAT on sold goods and services. To cap it all, there are no double taxation arrangements with other governments.

Provided one is well informed, setting up a corporation should be simple. There is very little bureaucracy in the whole process, which is quite uncommon in other locations. The only thing one ought to do is hire a good agent to help facilitate the process of incorporation.




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