4. other FORMS/Entities

a. Commonly used legal entities

BCs can be licensed as funds, fund managers or insurance companies under the Mutual Funds Act 1996 and the Insurance Act. Shares of BCs and IBCs can be put into VISTA trusts.

b. Incorporation

A company can be incorporated within 24 hours after instructions are received and standard memorandum and articles of association are available.

In January 2007, the BCA replaced the IBCA and from 1 January 2011 it will replace the Companies Act. The BCA provides for:

• seven types of companies, including traditional companies limited by shares, companies limited by guarantee (with or without a share capital), unlimited companies (with or without share capital), restricted purpose companies, and segregated portfolio companies
• the ability to entrench provisions of a company’s memorandum and articles
• registration of security and priority of charges
• directors under particular circumstances acting in the interests of a holding company or particular parent company rather than in the interests of their own company
• clarified procedures regarding disclosure of directors’ interests
• abolition of the concept of authorised capital
• a statutory solvency test to determine whether payment of distributions can be made, and
• the ability of a company to acquire its own shares.

As of 1 January 2005, all IBCs have been re-registered as BCs.

c. Capitalisation

The BCA abolished the concepts of ‘authorised capital’ and ‘par value’. Nonetheless, the constituent documents of a BC may stipulate the number of shares the company is permitted to issue. Shares may be issued in any currency. Licence fees are payable on the basis of the number of shares the company is authorised to issue and annually thereafter within six months of the anniversary of the incorporation date of the company. Shares may be issued either as registered shares or bearer shares, but companies that wish to retain the power to issue bearer shares will pay a higher annual licence fee and must immobilise the shares by placing them in the custody of a custodian authorised or recognised for that purpose by the Financial Services Commission.

d. Director requirements

BCs may have a single director: a natural person or corporate entity. A director is not required to be a shareholder of the company.

e. Disclosure and other requirements

The BCA provides for the compulsory maintenance of copies of the registers of directors and members at the offices of the registered agent of the company in the BVI. No public disclosure of the identities of directors or shareholders is required by law. The BCA requires the company to keep records that are sufficient to show and explain the company’s transactions and will, at any time, enable the financial position of the company to be determined with reasonable accuracy.

The licence fee for a company permitted to issue 50,000 shares or fewer is USD350; the licence fee for a company permitted to issue more than 50,000 shares is USD1,100. The BCA provides for imposition of an annual licence fee of USD1,100 for companies issuing shares to bearer (regardless of the number of shares they are permitted to issue).

There are no public filing or disclosure requirements relating to trusts. There is no annual fee imposed by the government in respect of trusts established in the BVI.